MONEY MARKET OBLIGATIONS TRUST II
N-30D, 1999-09-29
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ANNUAL REPORT

President's Message

Dear Shareholder:

I am pleased to present the Annual Report to Shareholders for Prime Cash
Obligations Fund, a portfolio of Money Market Obligations Trust II, which covers
the six-month period from February 1, 1999 through July 31, 1999. 1 The report
begins with the fund's investment review, followed by a complete list of its
holdings and its financial statements.

Prime Cash Obligations Fund keeps your ready cash working by pursuing current
income consistent with stability of principal and liquidity. 2 And, you always
have easy access to your money. At the end of the reporting period, the fund's
assets were invested in a well diversified portfolio of high quality money
market securities.

During the six-month reporting period, dividends paid to shareholders of
Institutional Shares, Institutional Service Shares and Institutional Capital
Shares each totaled $0.02 per share. Net assets in the fund passed the $3
billion level at the end of the reporting period.

Thank you for participating in the daily earning power of Prime Cash Obligations
Fund. We welcome your questions and comments.

Sincerely,

[Graphic]

J. Christopher Donahue

President

September 15, 1999

1 The fund has changed its fiscal year-end from January 31 to July 31.

2 An investment in money market funds is neither insured nor guaranteed by the
Federal Deposit Insurance Corporation or any other government agency. Although
money market funds seek to preserve the value of your investment at $1.00 per
share, it is possible to lose money by investing in the fund.

Investment Review

Prime Cash Obligations Fund invests in money market instruments maturing in 397
days or less. The average maturity of these securities, computed on a
dollar-weighted basis, is restricted to 90 days or less. Portfolio securities
must be rated in the highest short-term rating category by one or more of the
nationally recognized statistical rating organizations or be of comparable
quality to securities having such ratings. Typical security types include, but
are not limited to, commercial paper, certificates of deposit, time deposits,
variable rate instruments and repurchase agreements.

Although economic growth of the first half of 1999 was slower than the torrid
pace set in the second half of 1998, it still remained slightly above target.
The gross domestic product ("GDP") for the first quarter registered 4.30%, while
second quarter GDP abated a bit to 2.30%. The consumer sector remained the
dominant growth engine, although recoveries in the emerging market economies had
positively impacted the manufacturing sector as well as the export sector. The
employment situation in the U.S. continued to add stability to the economy as
the most recent employment report of July 1999 reflected an unemployment rate of
just 4.30%.

An inflation scare was introduced into the market with the release of the April
producer price index ("PPI"). The PPI increased at an annualized pace of 6.20%
followed by the April consumer price index ("CPI") which increased 8.70%. For
the entire reporting period, the CPI increased just 2.60% while the PPI rose
1.40%, both on an annualized basis. Wages provided the third inflationary threat
for the reporting period, as the employment cost index registered a mild 1.70%
gain in the first quarter followed by a huge 4.00% annualized gain in the second
quarter.

The Federal Reserve Board (the "Fed") chose to act preemptively to quell these
inflationary threats and raised the target rate for federal funds from 4.75% to
5.00% on June 30, 1999. The rest of the market had already anticipated such an
action, resulting in a much steeper money market yield curve from the middle of
April. Thirty-day commercial paper started the reporting period at 4.82% on
February 1, 1999, held around that level through mid-June, then began rising
into the 5.00% range. Thirty-day commercial paper ended the reporting period at
5.11%.

The target average maturity for Prime Cash Obligations Fund remained in the
45-55 day range for the entire reporting period, reflecting a neutral to
positive position regarding the money market yield curve. In structuring the
fund, there was continued emphasis placed on positioning 30-35% of the fund's
core assets in variable rate demand notes and accomplishing a modest barbell
structure.

During the six months ended July 31, 1999, the net assets of Prime Cash
Obligations Fund increased from $2,950.3 million to $3,133.7 million, while the
7-day net yield increased as follows: Institutional Shares increased from 4.94%
to 4.96%, Institutional Service Shares increased from 4.69% to 4.71%, and
Institutional Capital Shares increased from 4.82% to 4.84%. 1 The
dollar-weighted effective average maturity of the fund on July 31, 1999, was 52
days.

1 Performance quoted represents past performance and is not indicative of future
results. Yield will vary. Yields quoted for money market funds most closely
reflect the fund's current earnings.

Portfolio of Investments

JULY 31, 1999

<TABLE>

<CAPTION>

PRINCIPAL

AMOUNT                                                         VALUE
<S>                  <C>                            <C>

                     SHORT-TERM NOTES-9.4%

                     BANKING-0.8%

  $  25,000,000      Abbey National Treasury
                     Services, PLC, 4.990%,

                     1/10/2000                        $    24,996,789
                     FINANCE - AUTOMOTIVE-1.7%

     20,000,000      Honda Auto Lease Trust
                     1999-A, Class A1, 5.445%,

                     8/15/2000                             20,000,000

      3,048,746      Honda Auto Receivables
                     1999-1 Owner Trust, Class

                     A-1, 4.974%, 2/15/2000                 3,048,746

     30,000,000      Toyota Auto Receivables
                     1999-A Owner Trust, Class

                     1, 5.365%, 8/11/2000                  30,000,000
                     TOTAL                                 53,048,746

                     FINANCE - COMMERCIAL-5.7%
    178,500,000      Beta Finance, Inc., 5.100%

                     - 5.520%, 1/18/2000 -

                     6/12/2000                            178,507,784
                     FINANCE - EQUIPMENT-0.8%

     15,000,000      Caterpillar Financial
                     Asset Trust 1999-A, Class

                     1, 5.365%, 7/25/2000                  15,000,000

      7,214,507      Navistar Financial 1999-A
                     Owner Trust, Class A-1,

                     5.003%, 6/15/2000                      7,214,507

      3,074,053      Newcourt Equipment Trust
                     Securities 1998-2, Class

                     A-1, 5.195%, 1/15/2000                 3,074,053
                     TOTAL                                 25,288,560

                     INSURANCE-0.4%

        475,093      Americredit Automobile
                     Receivables Trust 1998-D,
                     Class A1, (Insured by FSA),

                     5.199%, 11/12/1999                       475,093

      4,501,121      Americredit Automobile
                     Receivables Trust 1999-A,
                     Class A1, (Insured by FSA),

                     4.980%, 3/12/2000                      4,501,121

      7,903,841      Americredit Automobile
                     Receivables Trust 1999-B,
                     Class A1, (Insured by FSA),

                     4.917%, 6/12/2000                      7,903,841
                     TOTAL                                 12,880,055
                     TOTAL SHORT-TERM NOTES               294,721,934
                     CERTIFICATES OF DEPOSIT-

                     6.4%

                     BANKING-6.4%
     27,000,000      Bank of Montreal, 5.250%,

                     5/12/2000                             26,989,854
     75,000,000      Barclays Bank of Canada,
                     (Guaranteed by Barclays
                     Bank PLC, London), 5.016% -
                     5.020%, 1/10/2000 -

                     1/13/2000                             74,988,169

     26,000,000      Bayerische Landesbank
                     Girozentrale, 5.150% -

                     5.230%, 3/21/2000                     25,986,223

     39,000,000      Canadian Imperial Bank of
                     Commerce, 4.987% - 5.160%,

                     2/7/2000 - 2/23/2000                  38,991,852
     25,000,000      Commerzbank AG, Frankfurt,
                     5.200% - 5.290%, 4/7/2000 -

                     5/15/2000                             24,992,247
     10,000,000      Royal Bank of Canada,
                     Montreal, 5.020%,

                     1/24/2000                              9,998,143

                     TOTAL CERTIFICATES OF

                     DEPOSIT                              201,946,488

<CAPTION>

PRINCIPAL

AMOUNT                                                         VALUE
<S>                  <C>                            <C>

                     COMMERCIAL PAPER-34.5% 3

                     BANKING-10.5%
 $   41,600,000      ABN AMRO Bank N.V.,

                     Amsterdam, 4.857%,

                     12/1/1999                       $     40,915,271
     25,000,000      Abbey National N.A. Corp.,
                     (Guaranteed by Abbey
                     National Bank PLC,
                     London), 4.950%,

                     11/26/1999                            24,597,813

      7,320,000      Fountain Square Commercial
                     Funding Corp., (Fifth
                     Third Bank, Cincinnati
                     Support Agreement), 4.850%
                     - 5.130%, 8/3/1999 -

                     8/23/1999                              7,312,242
     85,000,000      Greenwich Funding Corp.,
                     4.930% - 5.130%, 8/16/1999

                     - 2/1/2000                            84,187,760
     76,541,000      Park Avenue Receivables
                     Corp., 5.120%, 8/6/1999 -

                     8/19/1999                             76,404,962

     80,261,000      Three Rivers Funding
                     Corp., 4.890% - 5.120%,

                     8/10/1999 - 8/25/1999                 80,067,660
     14,650,000      Wood Street Funding Corp.,
                     4.890%, 8/24/1999                     14,604,231
                     TOTAL                                328,089,939

                     CONSUMER PRODUCTS-1.3%
     40,000,000      Diageo Capital PLC,

                     (Guaranteed by Diageo

                     PLC), 4.820%, 8/20/1999               39,898,244
                     FINANCE - AUTOMOTIVE-1.9%

     30,000,000      DaimlerChrysler North
                     America Holding Corp.,

                     4.840%, 8/13/1999                     29,951,600

     30,000,000      General Motors Acceptance
                     Corp., 5.250% - 5.360%,

                     1/31/2000 - 3/6/2000                  29,091,700
                     TOTAL                                 59,043,300
                     FINANCE - COMMERCIAL-11.3%

     45,000,000      Corporate Asset Funding
                     Co., Inc. (CAFCO), 4.930% -
                     4.970%, 8/2/1999 -

                     8/5/1999                              44,983,456

     10,000,000      Falcon Asset
                     Securitization Corp.,

                     5.130%, 8/16/1999                      9,978,625

     35,000,000      GE Capital International
                     Funding, Inc., (Guaranteed
                     by General Electric
                     Capital Corp.), 5.290% -
                     5.310%, 1/24/2000 -

                     1/26/2000                             34,083,039

     50,000,000      General Electric Capital

                     Corp., 5.130%, 8/2/1999               49,992,875
     80,000,000      PREFCO-Preferred
                     Receivables Funding Co.,
                     4.930% - 4.940%, 8/2/1999 -

                     8/4/1999                              79,977,390
     40,000,000      Receivables Capital Corp.,
                     4.930% - 4.980%, 8/3/1999 -

                     8/6/1999                              39,980,689

     80,000,000      Sheffield Receivables
                     Corp., 5.120% - 5.140%,

                     8/9/1999 - 9/16/1999                  79,757,711
     17,000,000      Sigma Finance, Corp.,
                     5.200% - 5.550%, 10/4/1999

                     - 2/4/2000                            16,640,497
                     TOTAL                                355,394,282

                     FINANCE - RETAIL-6.7%

     12,000,000      Associates First Capital
                     B.V., (Guaranteed by
                     Associates First Capital

                     Corp.), 5.470%, 1/24/2000             11,679,093
     50,000,000      Household Finance Corp.,
                     5.130%, 8/2/1999                      49,992,875
     75,000,000      New Center Asset Trust,
                     Series A1+/P1, 5.130%,

                     8/2/1999                              74,989,313
     75,000,000      New Center Asset Trust,
                     Series A1/P1, 4.830% -
                     4.908%, 8/9/1999 -

                     8/12/1999                             74,909,438
                     TOTAL                                211,570,719

<CAPTION>

PRINCIPAL

AMOUNT                                                         VALUE
<S>                  <C>                            <C>

                     COMMERCIAL PAPER-continued

                     3

                     INSURANCE-2.8%
 $   33,000,000      Aspen Funding Corp.,

                     (Insured by MBIA), 5.120%,

                     8/16/1999 - 8/25/1999           $     32,916,800
     35,000,000      CXC, Inc., 5.050% - 5.120%,
                     8/10/1999 - 9/3/1999                  34,921,504
     20,000,000      Marsh USA Inc., 5.520%,
                     1/28/2000                             19,448,000
                     TOTAL                                 87,286,304
                     TOTAL COMMERCIAL PAPER             1,081,282,788
                     LOAN PARTICIPATION-2.9%

                     BROKERAGE-0.8%
     25,000,000      Goldman Sachs Group, Inc.,

                     5.023%, 8/2/1999                      25,000,000
                     ELECTRICAL EQUIPMENT-0.5%

     16,700,000      Mt. Vernon Phenol Plant
                     Partnership, (Guaranteed
                     by General Electric Co.),

                     5.050%, 5/17/2000                     16,700,000
                     FINANCE - EQUIPMENT-1.6%

     50,000,000      Pitney Bowes Credit Corp.,

                     5.204%, 8/10/1999                     49,935,250
                     TOTAL LOAN PARTICIPATION              91,635,250

                     VARIABLE RATE OBLIGATIONS-
                     30.5% 4
                     BANKING-14.1%

      2,000,000      Albuquerque, NM, Series
                     1997, El Canto, Inc.,
                     (Norwest Bank Minnesota,
                     N.A. LOC), 5.560%,

                     8/5/1999                               2,000,000

      1,600,000      Beech Grove, IN, Series
                     1997, Poster Display Co,
                     (Bank One, Indiana, N.A.

                     LOC), 5.270%, 8/5/1999                 1,600,000
      1,925,000      C. W. Caldwell, Inc.,
                     Sweetbriar Assisted Living
                     Facility, Project,
                     (Huntington National Bank,
                     Columbus, OH LOC), 5.270%,

                     8/5/1999                               1,925,000
      6,700,000      Capital One Funding Corp.,
                     Series 1993-A, (Bank One,
                     Ohio, N.A. LOC), 5.270%,

                     8/5/1999                               6,700,000
     21,489,000      Capital One Funding Corp.,
                     Series 1999-A, (Bank One,
                     Kentucky LOC), 5.270%,

                     8/5/1999                              21,489,000
      2,845,000      Casna Limited Partnership,
                     Series 1997, (Huntington
                     National Bank, Columbus,

                     OH LOC), 5.270%, 8/5/1999              2,845,000

     10,290,000      Cedarville College, Series
                     1998, (KeyBank, N.A. LOC),

                     5.250%, 8/5/1999                      10,294,233

      4,525,000      Chartiers Valley PA
                     Industrial & Commercial
                     Development Authority,
                     Woodhaven Convalescent
                     Center, Series 1997-B,
                     (Bank One, Ohio, N.A. LOC),

                     5.270%, 8/5/1999                       4,525,000
      1,440,000      Children's Defense Fund,
                     (Allfirst LOC), 5.320%,

                     8/3/1999                               1,440,000
      6,000,000      Colonie, NY IDA,
                     Mechanical Technology,
                     Inc. Project, Series 1998
                     A, (KeyBank, N.A. LOC),

                     5.250%, 8/5/1999                       6,000,000
     10,150,000      Cuyahoga County, OH,
                     Gateway Arena Project,
                     Series 1992-B, (Canadian
                     Imperial Bank of Commerce

                     LOC), 5.320%, 8/5/1999                10,150,000

<CAPTION>

PRINCIPAL

AMOUNT                                                         VALUE
<S>                  <C>                            <C>

                     VARIABLE RATE OBLIGATIONS-

                     continued 4

                     BANKING-CONTINUED
 $    8,650,000      Elsinore Properties, L.P.,

                     Series 1998, (Fifth Third
                     Bank, Cincinnati LOC),

                     5.200%, 8/5/1999                $      8,650,000
     25,000,000      First Union National Bank,
                     Charlotte, NC, 5.240%,

                     8/11/1999                             25,000,000
      1,020,000      Flowform, Inc.,
                     (Huntington National Bank,
                     Columbus, OH LOC), 5.270%,

                     8/5/1999                               1,020,000
      6,580,000      Franklin County, OH,
                     Edison Welding, Series
                     1995, (Huntington National
                     Bank, Columbus, OH LOC),

                     5.270%, 8/5/1999                       6,580,000

     11,730,000      Georgetown, KY Educational
                     Institution, Series 1997-
                     A, (Bank One, Kentucky

                     LOC), 5.270%, 8/5/1999                11,730,000
      4,130,000      Georgia Ports Authority,
                     Colonel's Island Terminal
                     Project, Series 1996-A,
                     Revenue Bonds, (SunTrust
                     Bank, Atlanta LOC),

                     5.200%, 8/4/1999                       4,130,000

      1,410,000      Gerald T. Thom, Trustee
                     U.A.D., March 27, 1997,
                     (Huntington National Bank,
                     Columbus, OH LOC), 5.270%,

                     8/5/1999                               1,410,000
      1,600,000      Gettysburg Area IDA,
                     Hanover Lantern, Inc.
                     Project, Series 1998-B,
                     (Allfirst LOC), 5.220%,

                     8/4/1999                               1,600,000

     11,400,000      Healthcare Network
                     Properties, LLC, Series A,
                     (National City Bank,
                     Michigan/Illinois LOC),

                     5.160%, 8/5/1999                      11,400,000

     11,550,000      Heritage at the Falls
                     Assisted Living, Ltd.,
                     Series 1997, (BankBoston,
                     N.A. LOC), 5.360%,

                     8/5/1999                              11,550,000

      9,000,000      IT Spring Wire, LLC, Series
                     1997, (Fifth Third Bank,
                     Cincinnati LOC), 5.190%,

                     8/5/1999                               9,000,000

      4,119,000      International Processing
                     Corp., (Bank One, Kentucky

                     LOC), 5.320%, 8/5/1999                 4,119,000
      2,000,000      Kit Carson County, CO,
                     Midwest Farms Project,
                     (Norwest Bank Minnesota,
                     N.A. LOC), 5.450%,

                     8/4/1999                               2,000,000

      6,000,000      Laverne City, IDA, Mobile
                     Tool Intl, Inc. Project,
                     Series 1998-B, (Fleet Bank
                     N.A. LOC), 5.250%,

                     8/5/1999                               6,000,000

     59,577,394  1,2 Liquid Asset Backed
                     Securities Trust, Series
                     1997-1, (Westdeutsche
                     Landesbank Girozentrale
                     Swap Agreement), 5.180%,

                     8/16/1999                             59,577,394

     19,136,120  1,2 Liquid Asset Backed
                     Securities Trust, Series
                     1997-3, Senior Notes,
                     (Guaranteed by AMBAC),

                     5.298%, 9/28/1999                     19,136,120

     19,509,675  1,2 Liquid Asset Backed
                     Securities Trust, Sr.
                     Notes, Series 1998-1,
                     (Guaranteed by AMBAC),

                     5.164%, 8/9/1999                      19,509,675
     32,915,000      M/S Land, LLC, (Bank One,
                     Illinois, N.A. LOC),

                     5.320%, 8/5/1999                      32,915,000
      5,900,000      MMR Funding I, Series A,
                     (Bayerische Hypotheken-und
                     Vereinsbank AG LOC),

                     5.270%, 8/5/1999                       5,900,000
      4,890,000      Medilodge Group,
                     Meadowbrook Project,
                     (KeyBank, N.A. LOC),

                     5.320%, 8/5/1999                       4,890,000

     10,000,000      Mississippi Business
                     Finance Corp., Kohler
                     Project, (Wachovia Bank of
                     NC, N.A., Winston-Salem

                     LOC), 5.200%, 8/5/1999                10,000,000

      3,100,000      New Berlin, WI, Sunraider
                     LLC, Series 1997B, (Bank
                     One, Wisconsin, N.A. LOC),

                     5.270%, 8/5/1999                       3,100,000

<CAPTION>

PRINCIPAL

AMOUNT                                                         VALUE
<S>                  <C>                            <C>

                     VARIABLE RATE OBLIGATIONS-

                     continued 4

                     BANKING-CONTINUED

 $    4,400,000      New Jersey EDA, Morey
                     Organization, Inc.
                     Project, Series 1997,
                     (First Union National
                     Bank, Charlotte, NC LOC),
                     5.250%, 8/4/1999                $      4,400,000
      2,565,000      New Jersey EDA, Pheonix
                     Realty Partners, (First
                     Union National Bank,
                     Charlotte, NC LOC),

                     5.250%, 8/4/1999                       2,565,000

      9,600,000      O.K.I. Supply Co., Series
                     1998, (Fifth Third Bank,
                     Cincinnati LOC), 5.200%,

                     8/5/1999                               9,600,000
      3,365,000      Oakwoods Master Ltd.
                     Partnership, Series 1997,
                     (Amsouth Bank N.A.,
                     Birmingham LOC), 5.313%,

                     8/5/1999                               3,365,000
      3,525,000      Olszeski Properties, Inc.,
                     Series 1988, (Bank One,
                     Ohio, N.A. LOC), 5.320%,

                     8/5/1999                               3,525,000
      4,300,000      Primex Funding Corp.,
                     Series 1997-A, (Bank One,
                     Indiana, N.A. LOC),

                     5.270%, 8/5/1999                       4,300,000

      2,449,243  1,2 Rabobank Optional
                     Redemption Trust, Series
                     1997-101, 5.310%,

                     10/20/1999                             2,449,243

      9,820,000      Royal Wine Corp. and KFP
                     International Ltd., Series
                     1998, (KeyBank, N.A. LOC),

                     5.250%, 8/5/1999                       9,820,000
      7,000,000      Sandridge Food Corp.,
                     (Bank One, Ohio, N.A. LOC),

                     5.320%, 8/5/1999                       7,000,000

      9,600,000      Smith Land Improvement
                     Corp., Series 1999,
                     (Allfirst LOC), 5.220%,

                     8/3/1999                               9,600,000
     22,000,000      Societe Generale, Paris,
                     5.203%, 8/11/1999                     21,999,603
      3,810,000      Solon Properties, LLC,
                     (Huntington National Bank,
                     Columbus, OH LOC), 5.270%,

                     8/5/1999                               3,810,000

      2,175,000      Spitzer Group, Series
                     1998-C, (Bank One, Ohio,
                     N.A. LOC), 5.270%,

                     8/5/1999                               2,175,000
      1,155,000      TDB Realty, Ltd.,
                     (Huntington National Bank,
                     Columbus, OH LOC), 5.270%,

                     8/5/1999                               1,155,000

      2,160,000      Tallahassee-Leon County
                     Civic Center Authority,
                     Series 1998-C, (SunTrust
                     Bank, Central Florida

                     LOC), 5.200%, 8/4/1999                 2,160,000
      3,280,000      Team Rahal of Pittsburgh,
                     Inc., Series 1997,
                     (Huntington National Bank,
                     Columbus, OH LOC), 5.270%,

                     8/5/1999                               3,280,000
      2,255,000      Trap Rock Industries,
                     Inc., Series 1997, (First
                     Union National Bank,
                     Charlotte, NC LOC),

                     5.250%, 8/4/1999                       2,255,000
        885,000      Triple O, LLC, Series 1999,
                     (Huntington National Bank,
                     Columbus, OH LOC), 5.320%,

                     8/5/1999                                 885,000

      5,565,000      VLF, LLC, The Village of
                     Lovejoy, Fountain Project,
                     (KeyBank, N.A. LOC),

                     5.390%, 8/5/1999                       5,565,000
      2,715,000      Van Wyk Enterprises, Inc.,
                     (Huntington National Bank,
                     Columbus, OH LOC), 5.270%,

                     8/5/1999                               2,715,000
     10,000,000      Wildcat Management Co.,
                     Inc., Series 1999,
                     (Firstar Bank, N.A.,
                     Cincinnati LOC), 5.230%,

                     8/5/1999                              10,000,000
                     TOTAL                                440,809,268

<CAPTION>

PRINCIPAL

AMOUNT                                                         VALUE
<S>                  <C>                            <C>

                     VARIABLE RATE OBLIGATIONS-

                     continued 4

                     BROKERAGE-3.7%

 $  117,600,000      Morgan Stanley, Dean
                     Witter & Co., 5.230% -
                     5.420%, 8/2/1999                $    117,600,000
                     FINANCE - AUTOMOTIVE-2.5%

     53,800,000      General Motors Acceptance

                     Corp., 5.370%, 8/2/1999               53,800,000
     25,000,000      General Motors Acceptance
                     Corp., Mortgage of PA,
                     (Guaranteed by General
                     Motors Acceptance Corp.)

                     5.190%, 10/1/1999                     24,775,570
                     TOTAL                                 78,575,570

                     FINANCE - COMMERCIAL-1.1%
     33,000,000      Sigma Finance, Inc.,

                     5.23%, 8/2/1999                       33,000,000
                     FINANCE - RETAIL-0.3%

      8,800,000    1 Bishop's Gate Residential
                     Mortgage Trust, Series
                     1998-2, Class A-1, 5.420%,

                     8/10/1999                              8,800,000

                     INSURANCE-8.8%

     24,000,000      Allstate Life Insurance
                     Co., 5.075% - 5.370%,

                     8/2/1999                              24,000,000
     30,000,000      Aspen Funding Corp.,
                     (Insured by MBIA), 5.038%,

                     1/18/2000                             30,000,000

     27,000,000      First Allmerica Financial
                     Life Insurance Co.,

                     5.140%, 9/1/1999                      27,000,000

     15,000,000      GE Life and Annuity
                     Assurance Co., 5.141%,

                     9/1/1999                              15,000,000

     62,400,000      Jackson National Life
                     Insurance Co., 5.120% -
                     5.510%, 8/2/1999 -

                     8/23/1999                             62,400,000

     19,000,000      Monumental Life Insurance
                     Co., 5.290% - 5.430%,

                     8/2/1999                              19,000,000

     20,000,000      Principal Life Insurance

                     Co., 5.200%, 9/1/1999                 20,000,000
     15,000,000      Protective Life Insurance
                     Co., 5.145%, 8/2/1999                 15,000,000
     10,000,000      Security Life of Denver
                     Insurance Co., 5.371%,

                     8/2/1999                              10,000,000

     35,000,000      Transamerica Life
                     Insurance and Annuity Co.,
                     5.399% - 5.439%, 8/9/1999 -

                     10/1/1999                             35,000,000

     10,000,000      Transamerica Occidental
                     Life Insurance Co.,

                     5.599%, 9/6/1999                      10,000,000

     10,000,000      Travelers Insurance

                     Company, 5.393%, 8/2/1999             10,000,000
                     TOTAL                                277,400,000

                     TOTAL VARIABLE RATE

                     OBLIGATIONS                          956,184,838

<CAPTION>

PRINCIPAL

AMOUNT                                                         VALUE
<S>                  <C>                            <C>

                     TIME DEPOSIT-3.2%

                     BANKING-3.2%
 $  100,000,000      SunTrust Bank, Atlanta,

                     5.125%, 8/2/1999                $    100,000,000
                     REPURCHASE AGREEMENTS-
                     12.8% 5
    150,000,000      Bank of America, 5.130%,

                     dated 7/30/1999, due

                     8/2/1999                             150,000,000
    194,700,000      Bear, Stearns and Co.,
                     5.130%, dated 7/30/1999,

                     due 8/2/1999                         194,700,000
     50,000,000      Goldman Sachs Group, LP,
                     5.130%, dated 7/30/1999,

                     due 8/2/1999                          50,000,000
      5,300,000      Societe Generale
                     Securities Corp., 5.070%,
                     dated 7/30/1999, due

                     8/2/1999                               5,300,000
                     TOTAL                                400,000,000

                     TOTAL INVESTMENTS (AT

                     AMORTIZED COST) 6                $ 3,125,771,298

</TABLE>

1 Denotes a restricted security which is subject to restrictions on resale under
federal securities laws. At July 31, 1999, these securities amounted to
$109,472,432 which represents 3.5% of net assets. Included in these amounts,
securities which have been deemed liquid amounted to $100,672,432 which
represents 3.2% of net assets.

2 Denotes a restricted security that has been deemed liquid by criteria approved
by the fund's Board of Trustees.

3 Each issue shows the rate of discount at the time of purchase for discount
issues, or the coupon for interest bearing issues.

4 Current rate and next reset date shown.

5 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.

6 Also represents cost for federal tax purposes.

Note: The categories of investments are shown as a percentage of net assets
($3,133,700,648) at July 31, 1999.

The following acronyms are used throughout this portfolio:



AMBAC -American Municipal Bond Assurance Corporation
EDA -Economic Development Authority
FSA -Financial Security Assurance
IDA -Industrial Development Authority
LOC -Letter of Credit
MBIA -Municipal Bond Investors Assurance



See Notes which are an integral part of the Financial Statements

Statement of Assets and Liabilities

JULY 31, 1999

<TABLE>

<CAPTION>

<S>                           <C>                 <C>
ASSETS:
Investments in repurchase
agreements                      $   400,000,000
Investments in securities         2,725,771,298
Total investments in
securities, at amortized
cost and value                                      $ 3,125,771,298
Cash                                                         13,760
Income receivable                                        13,367,466
TOTAL ASSETS                                          3,139,152,524
LIABILITIES:

Income distribution

payable                               5,152,952
Payable for shareholder
services fee                            226,932
Accrued expenses                         71,992
TOTAL LIABILITIES                                         5,451,876

Net assets for
3,133,700,648 shares

outstanding                                         $ 3,133,700,648
NET ASSET VALUE, OFFERING
PRICE AND REDEMPTION
PROCEEDS PER SHARE
INSTITUTIONAL SHARES:

$1,929,887,367 /

1,929,887,367 shares

outstanding                                                   $1.00

INSTITUTIONAL SERVICE

SHARES:
$957,998,052 / 957,998,052

shares outstanding                                            $1.00

INSTITUTIONAL CAPITAL

SHARES:
$245,815,229 / 245,815,229

shares outstanding                                            $1.00

</TABLE>

See Notes which are an integral part of the Financial Statements

Statement of Operations

PERIOD ENDED JULY 31, 1999 1

<TABLE>

<CAPTION>

<S>                           <C>                <C>                <C>
INVESTMENT INCOME:
Interest                                                              $ 90,666,293
EXPENSES:

Investment advisory fee                            $  3,622,592
Administrative personnel
and services fee                                      1,365,717
Custodian fees                                          122,213
Transfer and dividend
disbursing agent fees and
expenses                                                 99,536
Directors'/Trustees' fees                                15,241
Auditing fees                                            14,135
Legal fees                                               14,643
Portfolio accounting fees                               157,523
Shareholder services fee-
Institutional Service
Shares                                                1,144,130
Shareholder services fee-
Institutional Capital
Shares                                                  629,946
Share registration costs                                 24,273
Printing and postage                                     17,842
Insurance premiums                                      186,335
Miscellaneous                                            10,843
TOTAL EXPENSES                                        7,424,969
WAIVERS:
Waiver of investment
advisory fee                    $  (2,260,468)
Waiver of shareholder
services fee-Institutional
Capital Shares                      (377,967)
TOTAL WAIVERS                                        (2,638,435)
Net expenses                                                             4,786,534
Net investment income                                                 $ 85,879,759

</TABLE>

1 The fund has changed its fiscal year-end from January 31 to July 31.

See Notes which are an integral part of the Financial Statements

Statement of Operations

YEAR ENDED JANUARY 31, 1999

<TABLE>

<CAPTION>

<S>                           <C>                <C>                <C>
INVESTMENT INCOME:
Interest                                                              $ 128,409,170
EXPENSES:

Investment advisory fee                            $  4,676,382
Administrative personnel
and services fee                                      1,762,996
Custodian fees                                          151,496
Transfer and dividend
disbursing agent fees and
expenses                                                114,299
Directors'/Trustees' fees                                15,781
Auditing fees                                            14,192
Legal fees                                               11,165
Portfolio accounting fees                               232,807
Shareholder services fee-
Institutional Shares                                  3,449,515
Shareholder services fee-
Institutional Service
Shares                                                1,803,553
Shareholder services fee-
Institutional Capital
Shares                                                  592,410
Share registration costs                                 36,193
Printing and postage                                     21,921
Insurance premiums                                      166,534
Miscellaneous                                             9,204
TOTAL EXPENSES                                       13,058,448
WAIVERS:
Waiver of investment
advisory fee                    $ (2,853,923)
Waiver of shareholder
services fee-Institutional
Shares                            (3,449,515)
Waiver of shareholder
services fee-Institutional
Capital Shares                       355,446)
TOTAL WAIVERS                                        (6,658,884)
Net expenses                                                              6,399,564
Net investment income                                                 $ 122,009,606

</TABLE>

See Notes which are an integral part of the Financial Statements

Statement of Changes in Net Assets

<TABLE>

<CAPTION>

                                           PERIOD
                                            ENDED

                                         JULY 31,       YEAR ENDED JANUARY 31,
                                             1999     1999                 1998

<S>                                 <C>               <C>                  <C>
INCREASE (DECREASE) IN NET

ASSETS
OPERATIONS:

Net investment income                $ 85,879,759      $ 122,009,606        $ 94,064,903
DISTRIBUTIONS TO

SHAREHOLDERS:

Distributions from net
investment income

Institutional Shares                  (52,994,564)       (73,059,518)        (64,610,393)
Institutional Service
Shares                                (21,202,105)       (36,684,622)        (25,937,194)
Institutional Capital
Shares                                (11,683,090)       (12,265,466)         (3,517,316)
CHANGE IN NET ASSETS
RESULTING FROM
DISTRIBUTIONS TO

SHAREHOLDERS                          (85,879,759)      (122,009,606)        (94,064,903)
SHARE TRANSACTIONS:
Proceeds from sale of
shares                             24,795,354,445     33,162,916,740      25,518,721,091
Net asset value of shares
issued to shareholders in
payment of distributions
declared                               35,271,569         55,512,391          45,738,378
Cost of shares redeemed           (24,647,235,068)   (32,428,562,553)    (25,438,600,121)
CHANGE IN NET ASSETS
RESULTING FROM SHARE

TRANSACTIONS                          183,390,946        789,866,578         125,859,348
Change in net assets                  183,390,946        789,866,578         125,859,348
NET ASSETS:

Beginning of period                 2,950,309,702      2,160,443,124       2,034,583,776
End of period                   $   3,133,700,648  $   2,950,309,702   $   2,160,443,124

</TABLE>

1 The fund has changed its fiscal year-end from January 31 to July 31.

See Notes which are an integral part of the Financial Statements

Financial Highlights-Institutional Shares

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

<TABLE>

<CAPTION>

                                               PERIOD
                                                ENDED

                                              JULY 31,                       YEAR ENDED JANUARY 31,

                                             1999 1              1999          1998          1997 2          1996          1995
<S>                                          <C>             <C>           <C>           <C>             <C>           <C>
NET ASSET VALUE, BEGINNING OF PERIOD          $  1.00         $  1.00       $  1.00       $  1.00         $  1.00       $  1.00
INCOME FROM INVESTMENT OPERATIONS:

Net investment income                            0.02            0.05          0.06          0.05            0.06          0.04
LESS DISTRIBUTIONS:
Distributions from net
investment income                               (0.02)          (0.05)        (0.06)        (0.05)          (0.06)        (0.04)
NET ASSET VALUE, END OF PERIOD                $  1.00         $  1.00       $  1.00       $  1.00         $  1.00       $  1.00
TOTAL RETURN 3                                   2.42%           5.50%         5.61%         5.38%           6.08%         4.52%

RATIOS TO AVERAGE NET ASSETS:

Expenses 4                                       0.31% 5         0.55%         0.30%         0.32%           0.25%         0.25%
Net Investment income 4                          4.68% 5         4.92%         5.32%         5.11%           5.82%         4.17%
Expenses (after waivers)                         0.18% 5         0.18%         0.18%         0.18%           0.17%         0.12%
Net investment income
(after waivers)                                  4.81%           5.29%         5.44%         5.25%           5.90%         4.30%
SUPPLEMENTAL DATA:
Net assets, end of period

(000 omitted)                              $1,929,887      $1,825,266    $1,100,620    $1,572,912      $3,919,186    $1,538,802

</TABLE>

1 The fund has changed its fiscal year-end from January 31 to July 31.

2 Federated Investment Management Company, formerly Federated Management, became
the fund's investment adviser on November 15, 1996. Prior to November 15, 1996,
Lehman Brothers Global Asset Management served as the

fund's investment adviser.

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

4 During the period, certain fees were voluntarily waived. If such voluntary
waivers had not occurred, the ratios would have been as indicated.

5 Computed on an annualized basis.

See Notes which are an integral part of the Financial Statements

Financial Highlights-Institutional Service Shares

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

<TABLE>

<CAPTION>

                                            PERIOD
                                            ENDED

                                            JULY 31,                        YEAR ENDED JANUARY 31,

                                            1999 1               1999          1998          1997 2          1996          1995
<S>                                        <C>                <C>           <C>           <C>             <C>           <C>
NET ASSET VALUE, BEGINNING OF PERIOD       $  1.00            $  1.00       $  1.00       $  1.00         $  1.00       $  1.00
INCOME FROM
INVESTMENT OPERATIONS:

Net investment income                         0.02               0.05          0.05          0.05            0.06          0.04
LESS DISTRIBUTIONS:
Distributions from net
investment income                            (0.02)             (0.05)        (0.05)        (0.05)          (0.06)        (0.04)
NET ASSET VALUE, END OF PERIOD             $  1.00            $  1.00       $  1.00       $  1.00         $  1.00       $  1.00
TOTAL RETURN 3                                2.29%              5.23%         5.34%         5.11%           5.83%         4.21%

RATIOS TO AVERAGE NET ASSETS:

Expenses 4                                    0.56% 5            0.55%         0.55%         0.57%           0.50%         0.50%
Net investment income 4                       4.50% 5            4.97%         5.17%         4.88%           5.57%         3.92%
Expenses (after waivers)                      0.43% 5            0.43%         0.43%         0.43%           0.42%         0.37%
Net investment income (after waivers)         4.63% 5            5.09%         5.29%         5.02%           5.65%         4.05%
SUPPLEMENTAL DATA:

Net assets, end of period (000 omitted)   $957,998           $894,851      $668,665      $412,762        $324,474      $342,673

</TABLE>

1 The fund has changed its fiscal year-end from January 31 to July 31.

2 Federated Investment Management Company, formerly Federated Management, became
the fund's investment adviser on November 15, 1996. Prior to November 15, 1996,
Lehman Brothers Global Asset Management served as the

fund's investment adviser.

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

4 During the period, certain fees were voluntarily waived. If such voluntary
waivers had not occurred, the ratios would have been as indicated.

5 Computed on an annualized basis.

See Notes which are an integral part of the Financial Statements

Financial Highlights-Institutional Capital Shares

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

<TABLE>

<CAPTION>

                                        PERIOD
                                        ENDED

                                        JULY 31,                        YEAR ENDED JANUARY 31,

                                        1999 1              1999          1998          1997 2          1996          1995 3
<S>                                     <C>             <C>           <C>           <C>             <C>           <C>
NET ASSET VALUE, BEGINNING
OF PERIOD                                $  1.00         $  1.00       $  1.00       $  1.00         $  1.00       $  1.00
INCOME FROM
INVESTMENT OPERATIONS:

Net investment income                       0.02            0.05          0.05          0.05            0.06          0.02
LESS DISTRIBUTIONS:
Distributions from net
investment income                          (0.02)          (0.05)        (0.05)        (0.05)          (0.06)        (0.02)
NET ASSET VALUE, END OF PERIOD           $  1.00         $  1.00       $  1.00       $  1.00            1.00       $  1.00
TOTAL RETURN 4                              2.36%           5.37%         5.48%         5.23%           5.94%         1.66%

RATIOS TO AVERAGE NET ASSETS:

Expenses 5                                  0.58% 6         0.57%         0.56%         0.50%           0.40%         0.39% 6
Net investment income 5                     4.36% 6         4.91%         5.20%         4.82%           5.67%         4.03% 6
Expenses (after waivers)                    0.30% 6         0.30%         0.30%         0.32%           0.32%         0.27% 6
Net investment income (after waivers)       4.64% 6         5.18%         5.46%         5.00%           5.75%         4.15% 6
SUPPLEMENTAL DATA:

Net assets, end of period               $245,815        $230,193      $391,159       $48,910         $11,811        $8,318
(000 ommitted)

</TABLE>

1 The fund has changed its fiscal year-end from January 31 to July 31.

2 Federated Investment Management Company, formerly Federated Management, became
the fund's investment adviser on November 15, 1996. Prior to November 15, 1996,
Lehman Brothers Global Asset Management served as the

fund's investment adviser.

3 Reflects operations for the period from October 6, 1994 (date of initial
public investment) to January 31, 1995.

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

5 During the period, certain fees were voluntarily waived. If such voluntary
waivers had not occurred, the ratios would have been as indicated.

6 Computed on an annualized basis.

See Notes which are an integral part of the Financial Statements

Notes to Financial Statements

JULY 31, 1999

ORGANIZATION

Money Market Obligations Trust II (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 three portfolios. The
financial statements included herein are only those of Prime Cash 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 a high level of current income
consistent with stability of principal and liquidity.

The Fund offers three classes of shares: Institutional Shares,
Institutional Service Shares and 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 provision for federal tax is
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 Act.

Additional information on each restricted security held at July 31, 1999 is as
follows:

<TABLE>

<CAPTION>

SECURITY                     ACQUISITION DATE   ACQUISITION COST

<S>                          <C>                <C>

Bishop's Gate Residential
Mortgage Trust, Series

1998-2,
Class A-1, 5.420%,

8/10/1999                    12/11/1998          $8,800,000

</TABLE>

CHANGE IN FISCAL YEAR

The Trust has changed its fiscal year-end from January 31 to July 31.

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 ($0.001 par value) for each
class of shares. At July 31, 1999, capital paid-in aggregated $3,133,700,648.

Transactions in shares were as follows:

<TABLE>

<CAPTION>

                              PERIOD ENDED

                              JULY 31,              YEAR ENDED JANUARY 31,
                                         1999 1              1999                1998
<S>                           <C>                 <C>                 <C>
INSTITUTIONAL SHARES:
Shares sold                    18,081,938,275      23,532,773,371      18,791,341,606
Shares issued to
shareholders in payment of
distributions declared             26,581,479          44,134,116          42,611,959
Shares redeemed               (18,003,898,560)    (22,852,260,827)    (19,306,246,896  )
NET CHANGE RESULTING FROM
INSTITUTIONAL SHARE

TRANSACTIONS                      104,621,194         724,646,660        (472,293,331)

<CAPTION>

                              PERIOD ENDED

                              JULY 31,              YEAR ENDED JANUARY 31,
                                         1999 1              1999                1998
<S>                           <C>                 <C>                 <C>
INSTITUTIONAL SERVICE

SHARES:

Shares sold                     4,467,896,195       7,290,975,466       5,032,974,804
Shares issued to
shareholders in payment of
distributions declared              3,350,044           5,275,668             580,621
Shares redeemed                (4,408,099,082)     (7,070,064,987)     (4,777,652,535)
NET CHANGE RESULTING FROM
INSTITUTIONAL SERVICE

SHARE TRANSACTIONS                 63,147,157         226,186,147         255,902,890

<CAPTION>

                              PERIOD ENDED

                              JULY 31,              YEAR ENDED JANUARY 31,
                                         1999 1              1999                1998
<S>                           <C>                 <C>                 <C>
INSTITUTIONAL CAPITAL

SHARES:

Shares sold                     2,245,519,975       2,339,167,903       1,694,404,681
Shares issued to
shareholders in payment of
distributions declared              5,340,046           6,102,607           2,545,798
Shares redeemed                (2,235,237,426)     (2,506,236,739)     (1,354,700,690)
NET CHANGE RESULTING FROM
INSTITUTIONAL CAPITAL

SHARE TRANSACTIONS                 15,622,595        (160,966,229)        342,249,789
NET CHANGE RESULTING FROM
SHARE TRANSACTIONS                183,390,946         789,866,578         125,859,348

</TABLE>

1 The Fund has changed its fiscal year-end from January 31 to July 31.

INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

INVESTMENT ADVISORY FEE

Federated Investment Management Company, 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 Company ("FSSC"), the Fund will pay FSSC up to 0.25% of average daily
net assets of the Fund for the period. The fee paid to FSSC is used to finance
certain services for shareholders and to maintain shareholder accounts. FSSC may
voluntarily choose to waive any portion of its fee. FSSC 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 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 Ernst & Young LLP, Independent Auditors

TO THE TRUSTEES AND SHAREHOLDERS OF

MONEY MARKET OBLIGATIONS TRUST II:

We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of the Prime Cash Obligations Fund (one of the
portfolios constituting the Money Market Obligations Trust II) as of July 31,
1999, and the related statements of operations for the period from February 1,
1999 to July 31, 1999 and for the year ended January 31, 1999, the statements of
changes in net assets for the period from February 1, 1999 to July 31, 1999 and
for each of the two years in the period ended January 31, 1999, and the
financial highlights for each of the periods presented therein. These financial
statements and financial highlights are the responsibility of the Fund'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, 1999 by correspondence with the custodian. 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 the
Prime Cash Obligations Fund of the Money Market Obligations Trust II at July 31,
1999, and the results of its operations for the period from February 1, 1999 to
July 31, 1999 and for the year ended January 31, 1999, the changes in its net
assets for the period from February 1, 1999 to July 31, 1999 and for each of the
two years in the period ended January 31, 1999, and the financial highlights for
each of the periods presented therein, in conformity with generally accepted
accounting principles.

[Graphic]

Boston, Massachusetts

September 17, 1999

Trustees

JOHN F. DONAHUE

THOMAS G. BIGLEY

JOHN T. CONROY, JR.

NICHOLAS P. CONSTANTAKIS

JOHN F. CUNNINGHAM

J. CHRISTOPHER DONAHUE

LAWRENCE D. ELLIS, M.D.

PETER E. MADDEN

CHARLES F. MANSFIELD, JR.

JOHN E. MURRAY, JR., J.D., S.J.D.

MARJORIE P. SMUTS

JOHN S. WALSH

Officers

JOHN F. DONAHUE

Chairman

J. CHRISTOPHER DONAHUE

President

WILLIAM D. DAWSON, III

Chief Investment Officer

EDWARD C. GONZALES

Executive Vice President

JOHN W. MCGONIGLE

Executive Vice President and Secretary

RICHARD B. FISHER

Vice President

RICHARD J. THOMAS

Treasurer

LESLIE K. ROSS

Assistant Secretary

Mutual funds are not bank deposits or obligations, are not 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 mutual funds involves investment

risk, including the possible loss of principal.

This report is authorized for distribution to prospective investors only when
preceded or accompanied by the fund's prospectus which contains facts concerning
its objective and policies, management fees, expenses, and other information.

 [Graphic]
 Federated

 World-Class Investment Manager

 ANNUAL REPORT

Prime Cash Obligations Fund

ANNUAL REPORT TO SHAREHOLDERS

JULY 31, 1999

 [Graphic]
 Federated

 Prime Cash Obligations Fund
 Federated Investors Funds
 5800 Corporate Drive
 Pittsburgh, PA 15237-7000

 1-800-341-7400

 WWW.FEDERATEDINVESTORS.COM

 Federated Securities Corp., Distributor

Cusip 608912887

Cusip 608912705

Cusip 608912804

G01999-02 (9/99)

 [Graphic]

ANNUAL REPORT

President's Message

Dear Shareholder:

I am pleased to present the Annual Report to Shareholders for Prime Value
Obligations Fund, a portfolio of Money Market Obligations Trust II, which covers
the six-month period from February 1, 1999 through July 31, 1999. 1 The report
begins with the fund's investment review, followed by a complete list of its
holdings and its financial statements.

Prime Value Obligations Fund keeps your ready cash working by pursuing current
income consistent with stability of principal and liquidity. 2 And, you always
have easy access to your money. At the end of the reporting period, the fund's
assets were invested in a well diversified portfolio of high quality money
market securities.

During the six-month reporting period, dividends paid to shareholders of
Institutional Shares, Institutional Service Shares and Institutional Capital
Shares each totaled $0.02 per share. Net assets in the fund reached

$2.1 billion at the end of the reporting period.

Thank you for participating in the daily earning power of Prime Value
Obligations Fund. We welcome your questions and comments.

Sincerely,

[Graphic]

J. Christopher Donahue
President
September 15, 1999

1 The fund has changed its fiscal year-end from January 31 to July 31.

2 An investment in money market funds is neither insured nor guaranteed by the
Federal Deposit Insurance Corporation or any other government agency. Although
money market funds seek to preserve the value of your investment at $1.00 per
share, it is possible to lose money by investing in the fund.

Investment Review

Prime Value Obligations Fund invests in money market instruments maturing in 397
days or less. The average maturity of these securities, computed on a
dollar-weighted basis, is restricted to 90 days or less. Portfolio securities
must be rated in one of the two highest short-term rating categories by one or
more of the nationally recognized statistical rating organizations or be of
comparable quality to securities having such ratings. Typical security types
include, but are not limited to, commercial paper, certificates of deposit, time
deposits, variable rate instruments and repurchase agreements.

Although economic growth of the first half of 1999 was slower than the torrid
pace set in the second half of 1998, it still remained slightly above target.
Gross domestic product ("GDP") for the first quarter registered 4.30%, while
second quarter GDP abated a bit to 2.30%. The consumer sector remained the
dominant growth engine, although recoveries in the emerging market economies had
positively impacted the manufacturing sector as well as the export sector. The
employment situation in the U.S. continued to add stability to the economy as
the most recent employment report of July 1999 reflected an unemployment rate of
just 4.30%.

An inflation scare was introduced into the market with the release of the April
producer price index ("PPI"). The PPI increased at an annualized pace of 6.20%
followed by the April consumer price index ("CPI") which increased 8.70%. For
the entire reporting period, the CPI increased just 2.60% while the PPI rose
1.40%, both on an annualized basis. Wages provided the third inflationary threat
for the reporting period, as the employment cost index registered a mild 1.70%
gain in the first quarter followed by a huge 4.00% annualized gain in the second
quarter.

The Federal Reserve Board (the "Fed") chose to act preemptively to quell these
inflationary threats and raised the target rate for federal funds from 4.75% to
5.00% on June 30, 1999. The rest of the market had already anticipated such an
action, resulting in a much steeper money market yield curve from the middle of
the month of April. Thirty-day commercial paper started the reporting period at
4.82% on February 1, 1999, held around that level through mid-June, then began
rising into the 5.00% range. Thirty-day commercial paper ended the reporting
period at 5.11%.

The target average maturity range for Prime Value Obligations Fund started the
reporting period at 45-55 days and was subsequently lengthened on March 1, 1999
to the 50-60 day range, reflecting a neutral to positive position on the money
market yield curve. In structuring the fund, there was continued emphasis placed
on positioning 30-35% of the fund's core assets in variable rate demand notes
and accomplishing a modest barbell structure.

During the six months ended July 31, 1999, the net assets of Prime Value
Obligations Fund decreased from $2,169.4 million to $2,131.2 million, while the
7-day net yield increased as follows: Institutional Shares increased from 4.97%
to 4.99%, Institutional Service Shares increased from 4.72% to 4.74% and
Institutional Capital Shares increased from 4.85% to 4.87%. 1 The
dollar-weighted effective average maturity of the Fund on July 31, 1999, was 57
days.

1 Performance quoted represents past performance and is not indicative of future
results. Yield will vary. Yields quoted for money market funds most closely
reflect the fund's current earnings.

Portfolio of Investments

JULY 31, 1999

<TABLE>
<CAPTION>
PRINCIPAL

AMOUNT                                                         VALUE
<C>                  <S>                            <C>

                     SHORT-TERM NOTES-8.5%

                     BANKING-2.1%

  $  45,000,000      Abbey National Treasury
                     Services, PLC, 4.990 -
                     5.075%, 1/10/2000 -

                     1/13/2000                        $    44,994,318
                     FINANCE - AUTOMOTIVE-0.1%

      2,518,530      Honda Auto Receivables
                     1999-1 Owner Trust, Class

                     A-1, 4.974%, 2/15/2000                 2,518,530
                     FINANCE - COMMERCIAL-5.8%

    115,500,000      Beta Finance, Inc., 5.000%
                     - 5.700%, 1/25/2000 -

                     6/28/2000                            115,497,255
      9,000,000      FINOVA Capital Corp.,
                     5.150% - 6.450%, 6/1/2000 -

                     6/12/2000                              9,016,283
                     TOTAL                                124,513,538

                     FINANCE - EQUIPMENT-0.3%

      3,790,656      Heller Equipment Asset
                     Receivables Trust, Series
                     1999-1, Class A1,

                     4.947%, 5/13/2000                      3,790,656

      2,305,540      Newcourt Equipment Trust
                     Securities, Series 1998-2,

                     Class A-1,

                     5.195%, 1/15/2000                      2,305,540
                     TOTAL                                  6,096,196

                     FINANCE - RETAIL-0.1%
      2,328,766      Greentree Recreational,

                     Equipment & Consumer
                     Trust, Series 1999-A,
                     Class A1, 5.096%,

                     6/15/2000                              2,328,766

                     INSURANCE-0.1%

      1,017,799      WFS Financial 1998-C Owner
                     Trust, Class A1, (Insured
                     by FSA),

                     5.395%, 11/20/1999                     1,017,799
                     TOTAL SHORT-TERM NOTES               181,469,147

                     CERTIFICATES OF DEPOSIT-

                     10.8%

                     BANKING-10.8%
     10,000,000      Allfirst, 5.020%,

                     1/25/2000                              9,998,596
     15,000,000      Bank of Nova Scotia,
                     Toronto, 5.250%, 3/9/2000             14,996,505
     10,000,000      Bayerische Landesbank
                     Girozentrale, 5.115%,

                     3/21/2000                              9,997,856

     50,000,000      Canadian Imperial Bank of
                     Commerce, 5.000% - 5.270%,

                     1/27/2000 - 3/3/2000                  49,989,224
     20,000,000      Commerzbank AG, Frankfurt,
                     5.240%, 5/15/2000                     19,992,409
     50,000,000      Svenska Handelsbanken,
                     Stockholm, 5.150%,

                     3/20/2000                             49,990,818
     75,000,000      Toronto-Dominion Bank,
                     4.980%, 1/10/2000                     74,987,157

                     TOTAL CERTIFICATES OF

                     DEPOSIT                              229,952,565

<CAPTION>
PRINCIPAL

AMOUNT                                                         VALUE
<C>                  <S>                            <C>

                     COMMERCIAL PAPER-33.2% 3

                     BANKING-8.5%
 $   20,000,000      Abbey National N.A. Corp.,

                     (Guaranteed by Abbey
                     National Bank PLC,

                     London), 4.865%, 12/1/1999      $     19,670,261
     65,948,000      Gotham Funding Corp.,
                     5.200%, 8/10/1999 -

                     8/30/1999                             65,790,196
     35,000,000      Greenwich Funding Corp.,
                     5.120% - 5.130%, 8/16/1999

                     - 8/17/1999                           34,923,133
     20,000,000      PNC Funding Corp.,
                     (Guaranteed by PNC Bank

                     Corp.), 4.970%, 8/4/1999              19,991,717
     20,000,000      Park Avenue Receivables
                     Corp., 5.120%, 8/17/1999              19,954,489
     20,000,000      Three Rivers Funding
                     Corp., 5.120%, 8/20/1999              19,945,956
                     TOTAL                                180,275,752

                     CHEMICALS-1.4%
     29,114,000      IMC Global, Inc., 5.050% -
                     5.300%, 8/17/1999 -

                     9/13/1999                             29,031,845

                     CONTAINER\PACKAGING-0.6%
     13,000,000      Crown Cork & Seal Co.,

                     Inc., 5.140% - 5.280%,

                     8/3/1999                              12,996,249
                     FINANCE - AUTOMOTIVE-4.3%

     50,000,000      DaimlerChrysler North
                     America Holding Corp.,

                     4.840%, 8/13/1999                     49,919,333

     43,100,000      General Motors Acceptance
                     Corp., 5.330% - 5.360%,

                     1/26/2000 - 1/31/2000                 41,939,060
                     TOTAL                                 91,858,393
                     FINANCE - COMMERCIAL-11.0%
     34,000,000      Beta Finance, Inc.,

                     5.000%, 9/9/1999                      33,815,833

     40,000,000      Corporate Asset Funding
                     Co., Inc. (CAFCO), 4.970% -

                     5.140%,

                     8/2/1999 - 8/5/1999                   39,986,217
     40,000,000      GE Capital International
                     Funding, Inc., (Guaranteed
                     by General Electric
                     Capital Corp.), 5.290% -
                     5.310%, 1/24/2000 -

                     1/26/2000                             38,951,764

     12,305,000      PREFCO-Preferred
                     Receivables Funding Co.,

                     4.930%, 8/2/1999                      12,303,315
     15,000,000      Receivables Capital Corp.,
                     4.980%, 8/6/1999                      14,989,625

     94,600,000      Sheffield Receivables
                     Corp., 4.950% - 5.140%,

                     8/6/1999 - 9/16/1999                  94,348,450
                     TOTAL                                234,395,204
                     FINANCE - RETAIL-3.9%
     50,000,000      Household Finance Corp.,

                     5.130%, 8/2/1999                      49,992,875
     34,000,000      New Center Asset Trust,
                     Series A1/P1, 4.830%,

                     8/9/1999- 8/12/1999                   33,953,444
                     TOTAL                                 83,946,319

                     INDUSTRIAL PRODUCTS-0.8%
     17,600,000      Praxair, Inc., 4.960%,

                     8/12/1999                             17,573,326

                     INSURANCE-0.3%
      7,000,000      CNA Financial Corp.,

                     5.030%, 8/6/1999                       6,995,110

<CAPTION>
PRINCIPAL

AMOUNT                                                         VALUE
<C>                  <S>                            <C>

                     COMMERCIAL PAPER-continued 3
                     MACHINERY, EQUIPMENT,

                     AUTO-1.5%
 $   31,500,000      Eaton Corp., 4.840%,

                     8/3/1999 - 8/9/1999             $     31,469,750
                     RETAIL-0.1%
      3,089,000      Safeway, Inc., 4.980%,

                     8/11/1999                              3,084,727

                     TELECOMMUNICATIONS-0.8%
     16,753,000      MCI Worldcom, Inc.,

                     5.000%, 8/2/1999                      16,750,673
                     TOTAL COMMERCIAL PAPER               708,377,348

                     NOTES - VARIABLE-28.5% 4

                     BANKING-12.1%
      9,580,000      500 South Front St. L.P.,

                     Series A, (Huntington
                     National Bank,
                     Columbus, OH LOC), 5.270%,

                     8/5/1999                               9,580,000
      5,370,000      500 South Front St. L.P.,
                     Series B, (Huntington
                     National Bank,
                     Columbus, OH LOC), 5.270%,

                     8/5/1999                               5,370,000
      1,335,000      Alabama State IDA,
                     (Nichols Research Corp.),
                     (SouthTrust Bank of
                     Alabama, Birmingham LOC),

                     5.360%, 8/6/1999                       1,335,000
     16,400,000      Bankers Trust Corp.,
                     5.280%, 8/2/1999                      16,400,000
     16,900,000      Beverly California Corp.,
                     (PNC Bank, N.A. LOC),

                     5.163%, 8/2/1999                      16,900,000

     16,630,000      Beverly Hills Nursing
                     Center, Inc., Medilodge
                     Project, Series 1996,
                     (KeyBank, N.A. LOC),

                     5.320%, 8/5/1999                      16,630,000

      1,945,000      Bissett, William K. and
                     Sheryl B., Multi-Option
                     Adjustable Rate Notes,
                     (Huntington National Bank,
                     Columbus, OH LOC), 5.270%,

                     8/5/1999                               1,945,000
      6,000,000      Bond Holdings, L.P.,
                     (SouthTrust Bank of
                     Alabama, Birmingham LOC),

                     5.280%, 8/6/1999                       6,000,000

      6,715,000      Briarwood Limited
                     Partnership, Briarwood
                     Ltd. Partnership Project,
                     Series 1999, (Bank One,
                     Ohio, N.A. LOC), 5.310%,

                     8/5/1999                               6,715,000
     10,000,000      Capital One Funding Corp.,
                     Series 1999-B, (Bank One,
                     Ohio, N.A. LOC),

                     5.230%, 8/5/1999                      10,000,000
        640,000      Carmel, IN, Telamon Corp.,
                     Series 1996-C, (Huntington
                     National Bank, Columbus,

                     OH LOC), 5.370%, 8/5/1999                640,000
        965,000      Carmel, IN, Telamon Corp.,
                     Series A, (Huntington
                     National Bank,
                     Columbus, OH LOC), 5.370%,

                     8/5/1999                                 965,000
      1,055,000      Carmel, IN, Telamon Corp.,
                     Series B, (Huntington
                     National Bank,
                     Columbus, OH LOC), 5.370%,

                     8/5/1999                               1,055,000

      2,020,000      Continental Downtown
                     Properties, (Huntington
                     National Bank,
                     Columbus, OH LOC), 5.270%,

                     8/5/1999                               2,020,000

      5,795,000      Dellridge Care Center
                     Limited Partnership,
                     Series 1997, (Allfirst

                     LOC), 5.220%, 8/4/1999                 5,795,000

      3,605,000      Denver Urban Renewal
                     Authority, Series 1992-B,
                     (Paribas, Paris LOC),

                     5.300%, 8/5/1999                       3,608,720

<CAPTION>
PRINCIPAL

AMOUNT                                                         VALUE
<C>                  <S>                            <C>

                     NOTES - VARIABLE-continued 4

                     BANKING-CONTINUED
 $    9,635,000      ERC Real Estate LLC,

                     (KeyBank, N.A. LOC),

                     5.250%, 8/5/1999                $      9,635,000
      5,000,000      Greene County Development
                     Authority, Reynolds
                     Lodges, LLC, Series 1999-
                     A, (Firstar Bank, N.A.,
                     Cincinnati LOC), 5.250%,

                     8/4/1999                               5,000,000
      5,000,000      Industrial Dimensions,
                     Inc., Series 1999, (Fifth
                     Third Bank of
                     Northwestern OH LOC),

                     5.200%, 8/5/1999                       5,000,000

      8,631,000      International Processing
                     Corp., (Bank One, Kentucky

                     LOC), 5.320%, 8/5/1999                 8,631,000

      2,000,000      Jeffersonville, IN, Series
                     1997-B, Wayne Steel, Inc.,
                     (Bank One, Ohio, N.A. LOC),

                     5.270%, 8/5/1999                       2,000,000
      5,500,000      Kenwood Country Club,
                     Inc., Series 1999,
                     (Firstar Bank, N.A.,
                     Cincinnati LOC), 5.230%,

                     8/5/1999                               5,500,000

      4,000,000      Lake Sherwood Senior
                     Living Center, LLC, (Union
                     Planters NB,
                     Memphis, TN LOC), 5.560%,

                     8/5/1999                               4,000,000

      2,000,000      Liquid Asset Backed
                     Securities Trust, Series
                     1996-3, (Westdeutsche
                     Landesbank Girozentrale
                     Swap Agreement), 5.200%,

                     8/16/1999                              2,000,000

     11,481,681 1, 2 Liquid Asset Backed
                     Securities Trust, Series
                     1997-3, Senior Notes,
                     (Insured by AMBAC),

                     5.298%, 9/28/1999                     11,481,681

      8,237,418 1, 2 Liquid Asset Backed
                     Securities Trust, Sr.
                     Notes, Series 1998-1,
                     (Insured by AMBAC),

                     5.164%, 8/9/1999                       8,237,418

     10,513,658 1, 2 Liquid Asset Backed
                     Securities Trust, Series
                     1997-1, (Westdeutsche
                     Landesbank Girozentrale
                     Swap Agreement), 5.180%,

                     8/16/1999                             10,513,658

      5,000,000      Maryland Industrial
                     Development Financing
                     Authority, Gen-Vec, Inc.
                     Facility, Series 1999,
                     (Allfirst LOC), 5.230%,

                     8/6/1999                               5,000,000

      4,100,000      Melberger, Clifford K. and
                     Ruth B., (PNC Bank, N.A.

                     LOC), 5.163%, 8/2/1999                 4,100,000
      6,860,000      Pine Ridge Associates,
                     Ltd., (Mellon Bank N.A.,
                     Pittsburgh LOC),

                     5.300%, 8/4/1999                       6,860,000
      7,055,000      Rubloff- Rockford, LLC,
                     Series 1997, (National
                     City Bank,
                     Michigan/Illinois LOC),

                     5.230%, 8/4/1999                       7,055,000
     16,420,000      Scranton Times, L.P.,
                     Series 1997, (PNC Bank,
                     N.A. LOC), 5.163%,

                     8/2/1999                              16,420,000
     17,000,000      Societe Generale, Paris,
                     5.203%, 8/11/1999                     16,999,692

      2,690,000      Solon, OH, Schneps, (Bank
                     One, Ohio, N.A. LOC),

                     5.270%, 8/5/1999                       2,690,000
      7,520,000      Southern Coil Processing,
                     Inc. Notes, (Amsouth Bank
                     N.A., Birmingham LOC),

                     5.270%, 8/5/1999                       7,520,000

      1,640,000      Team Rahal of
                     Mechanicsburg, Inc.,
                     Series 1997, (Huntington
                     National Bank, Columbus,

                     OH LOC), 5.270%, 8/5/1999              1,640,000

      1,795,000      Team Rahal, Inc., Series
                     1997, (Huntington National
                     Bank, Columbus, OH LOC),

                     5.270%, 8/5/1999                       1,795,000

      7,300,000      Tift County, GA
                     Development Authority,
                     Chickasha of Georgia
                     Project, Series 1997,
                     (Bank of Tokyo-Mitsubishi
                     Ltd. LOC), 5.280%,

                     8/4/1999                               7,300,000

<CAPTION>
PRINCIPAL

AMOUNT                                                         VALUE
<C>                  <S>                            <C>

                     NOTES - VARIABLE-continued 4

                     BANKING-CONTINUED
 $    1,700,000      Village Green Finance Co.,

                     LLC, Series 1997,
                     (Wachovia Bank of NC, N.A.,
                     Winston-Salem LOC),

                     5.180%, 8/4/1999                $      1,700,000
      1,354,000      Vista Funding Corp.,
                     Series 1995-A, (Firstar
                     Bank, N.A., Cincinnati

                     LOC), 5.390%, 8/5/1999                 1,354,000
                     TOTAL                                257,391,169

                     BROKERAGE-4.0%

     84,000,000      Morgan Stanley, Dean
                     Witter & Co., 4.930% -

                     5.200%, 2/4/2000                      84,000,000
                     FINANCE - AUTOMOTIVE-2.4%

     42,000,000      General Motors Acceptance

                     Corp., 5.040%, 3/7/2000               42,000,000
     10,000,000      General Motors Acceptance
                     Corp., Mortgage of PA,
                     (Guaranteed by General
                     Motors Acceptance Corp.),

                     5.370%, 8/2/1999                       9,910,228
                     TOTAL                                 51,910,228

                     FINANCE - EQUIPMENT-0.5%
     10,000,000      Comdisco, Inc., Series A,

                     5.148%, 8/6/1999                      10,000,000
                     FINANCE - RETAIL-0.6%

      7,000,000      AFS Insurance Premium
                     Receivables Trust, Series

                     1994-A, 5.454%, 8/16/1999              7,000,000

      6,000,000    1 Bishop's Gate Residential
                     Mortgage Trust, Series
                     1998-2, Class A-1,

                     5.420%, 8/10/1999                      6,000,000
                     TOTAL                                 13,000,000

                     HOMEBUILDING-0.4%
      8,900,000      Centex Corp., 5.810%,

                     10/27/1999                             8,900,000

                     INSURANCE-8.5%

     12,000,000      Allstate Life Insurance

                     Co., 5.370%, 8/2/1999                 12,000,000
     29,000,000      Aspen Funding Corp.,
                     (Insured by MBIA), 5.038%,

                     1/18/2000                             29,000,000

     22,500,000      First Allmerica Financial
                     Life Insurance Co.,

                     5.140%, 8/3/1999                      22,500,000

      5,000,000      GE Life and Annuity
                     Assurance Co., 5.141%,

                     9/1/1999                               5,000,000

     30,000,000      Jackson National Life
                     Insurance Co., 5.108% -
                     5.400%, 8/2/1999 -

                     8/23/1999                             30,000,000

     25,000,000      People's Security Life
                     Insurance Co., 5.110%,

                     8/13/1999                             25,000,000

     15,000,000      Principal Life Insurance

                     Co., 5.200%, 9/1/1999                 15,000,000
     13,000,000      Protective Life Insurance
                     Co., 5.145%, 8/2/1999                 13,000,000
     15,000,000      Security Life of Denver
                     Insurance Co., 5.371%,

                     8/1/1999                              15,000,000

<CAPTION>
PRINCIPAL

AMOUNT                                                         VALUE
<C>                  <S>                            <C>

                     NOTES - VARIABLE-continued 4
                     INSURANCE-CONTINUED

 $   10,000,000      Transamerica Life
                     Insurance and Annuity Co.,
                     5.399% - 5.439%,
                     8/9/1999 - 10/1/1999            $     10,000,000
      5,000,000      Transamerica Occidental
                     Life Insurance Co.,

                     5.599%, 9/6/1999                       5,000,000
                     TOTAL                                181,500,000
                     TOTAL NOTES - VARIABLE               606,701,397
                     LOAN PARTICIPATION-2.9%

                     BROKERAGE-2.3%
     50,000,000      Goldman Sachs Group, Inc.,

                     5.022%, 8/2/1999                      50,000,000
                     ELECTRICAL EQUIPMENT-0.6%

     12,100,000      Mt. Vernon Phenol Plant
                     Partnership, (Guaranteed
                     by General Electric Co.),

                     5.050%, 5/17/2000                     12,100,000
                     TOTAL LOAN PARTICIPATION              62,100,000

                     MUNICIPALS-0.0%
                     BANKING-0.0%

        935,000      Colorado Health Facilities
                     Authority, Series B, (Bank
                     One, Colorado LOC),

                     5.320%, 8/5/1999                         935,000
                     TIME DEPOSIT-2.4%

                     BANKING-2.4%
     50,000,000      Dresdner Bank AG,

                     Frankfurt, 5.125%,

                     8/2/1999                              50,000,000
                     REPURCHASE AGREEMENTS-

                     13.6% 5
     50,000,000      Morgan Stanley Group,

                     Inc., 5.100%, dated

                     7/30/1999, due 8/2/1999               50,000,000
    100,000,000      Bank of America, 5.130%,
                     dated 7/30/1999, due

                     8/2/1999                             100,000,000
    125,200,000      Bear, Stearns and Co.,
                     5.130%, dated 7/30/1999,

                     due 8/2/1999                         125,200,000
     14,200,000      Societe Generale
                     Securities Corp., 5.070%,
                     dated 7/30/1999, due

                     8/2/1999                              14,200,000

                     TOTAL REPURCHASE

                     AGREEMENTS                           289,400,000
                     TOTAL INVESTMENTS (AT
                     AMORTIZED COST) 6               $  2,128,935,457
</TABLE>

1 Denotes a restricted security which is subject to restrictions on resale under
federal securities laws. At July 31, 1999, these securities amounted to
$36,232,757 which represents 1.7% of net assets. Included in these amounts,
securities which have been deemed liquid amounted to $30,232,757 which
represents 1.4% of net assets.

2 Denotes a restricted security that has been deemed liquid by criteria approved
by the fund's Board of Trustees.

3 Each issue shows the rate of discount at the time of purchase for discount
issues, or the coupon for interest bearing issues.

4 Current rate and next reset date shown.

5 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.

6 Also represents cost for federal tax purposes.

Note: The categories of investments are shown as a percentage of net assets
($2,131,209,733) at July 31, 1999.

The following acronyms are used throughout this portfolio:

AMBAC -American Municipal Bond Assurance Corporation
FSA   -Financial Security Assurance
IDA   -Industrial Development Authority
LOC   -Letter of Credit
MBIA  -Municipal Bond Investors Assurance

See Notes which are an integral part of the Financial Statements

Statement of Assets and Liabilities

JULY 31, 1999

<TABLE>

<S>                           <C>                 <C>
ASSETS:
Investments in repurchase
agreements                      $   289,400,000
Investments in securities         1,839,535,457
Total investments in
securities, at amortized
cost and value                                      $ 2,128,935,457
Cash                                                         66,200
Income receivable                                        12,649,895
Receivable for shares sold                                   98,833
TOTAL ASSETS                                          2,141,750,385
LIABILITIES:

Payable for shares

redeemed                              8,099,997
Income distribution
payable                               2,113,095
Accrued expenses                        327,560
TOTAL LIABILITIES                                        10,540,652

Net assets for
2,131,209,733 shares

outstanding                                         $ 2,131,209,733
NET ASSET VALUE, OFFERING
PRICE AND REDEMPTION
PROCEEDS PER SHARE
INSTITUTIONAL SHARES:

$1,147,717,056 /

1,147,717,056 shares

outstanding                                                   $1.00

INSTITUTIONAL SERVICE

SHARES:
$707,737,050 / 707,737,050

shares outstanding                                            $1.00

INSTITUTIONAL CAPITAL

SHARES:
$275,755,627 / 275,755,627

shares outstanding                                            $1.00

</TABLE>

See Notes which are an integral part of the Financial Statements

Statement of Operations

PERIOD ENDED JULY 31, 1999 1

<TABLE>

<S>                           <C>                <C>                <C>
INVESTMENT INCOME:
Interest                                                              $ 59,976,157
EXPENSES:

Investment advisory fee                            $  2,380,186
Administrative personnel
and services fee                                        897,330
Custodian fees                                           77,235
Transfer and dividend
disbursing agent fees and
expenses                                                 64,825
Directors'/Trustees' fees                                 9,656
Auditing fees                                            14,134
Legal fees                                                6,150
Portfolio accounting fees                               112,865
Shareholder services fee-
Institutional Service
Shares                                                  676,637
Shareholder services fee-
Institutional Capital
Shares                                                  302,436
Share registration costs                                 31,611
Printing and postage                                     18,880
Insurance premiums                                      123,402
Miscellaneous                                            14,149
TOTAL EXPENSES                                        4,729,496
WAIVERS:
Waiver of investment
advisory fee                    $  (1,769,715)
Waiver of shareholder
services fee-Institutional
Capital Shares                       (181,461)
TOTAL WAIVERS                                        (1,951,176)
Net expenses                                                             2,778,320
Net investment income                                                 $ 57,197,837

</TABLE>

1 The fund has changed its fiscal year-end from January 31 to July 31.

See Notes which are an integral part of the Financial Statements

Statement of Operations

YEAR ENDED JANUARY 31, 1999

<TABLE>

<S>                           <C>                 <C>                 <C>
INVESTMENT INCOME:
Interest                                                                $ 90,324,831
EXPENSES:

Investment advisory fee                             $  3,264,534
Administrative personnel
and services fee                                       1,230,729
Custodian fees                                           117,892
Transfer and dividend
disbursing agent fees and
expenses                                                 113,679
Directors'/Trustees' fees                                 11,486
Auditing fees                                             14,192
Legal fees                                                11,491
Portfolio accounting fees                                184,121
Shareholder services fee-
Institutional Shares                                   2,826,910
Shareholder services fee-
Institutional Service
Shares                                                   960,721
Shareholder services fee-
Institutional Capital
Shares                                                   292,774
Share registration costs                                  40,925
Printing and postage                                      18,818
Insurance premiums                                       107,792
Miscellaneous                                             11,466
TOTAL EXPENSES                                         9,207,530
WAIVERS:
Waiver of investment
advisory fee                    $  (2,420,288)
Waiver of shareholder
services fee-Institutional
Shares                             (2,826,910)
Waiver of shareholder
services fee-Institutional
Capital Shares                       (175,665)
TOTAL WAIVERS                                         (5,422,863)
Net expenses                                                               3,784,667
Net investment income                                                   $ 86,540,164

</TABLE>

See Notes which are an integral part of the Financial Statements

Statement of Changes in Net Assets

<TABLE>
<CAPTION>

                                     PERIOD ENDED

                                          JULY 31,                   YEAR ENDED JANUARY 31,
                                             1999 1                  1999                    1998

<S>                           <C>                     <C>                     <C>
INCREASE (DECREASE) IN NET

ASSETS
OPERATIONS:

Net investment income           $      57,197,837       $      86,540,164       $      50,489,449
DISTRIBUTIONS TO

SHAREHOLDERS:

Distributions from net
investment income

Institutional Shares                  (38,874,779)            (60,707,164)            (40,931,344)
Institutional Service
Shares                                (12,570,275)            (19,716,305)             (8,059,884)
Institutional Capital
Shares                                 (5,752,783)             (6,116,695)             (1,498,221)
CHANGE IN NET ASSETS
RESULTING FROM
DISTRIBUTIONS TO

SHAREHOLDERS                          (57,197,837)            (86,540,164)            (50,489,449)
SHARE TRANSACTIONS:
Proceeds from sale of
shares                             17,356,187,248          26,516,611,802          15,976,645,016
Net asset value of shares
issued to shareholders in
payment of distributions
declared                               39,241,753              51,764,190              33,029,994
Cost of shares redeemed           (17,433,612,169)        (25,657,179,044)        (15,177,894,329)
CHANGE IN NET ASSETS
RESULTING FROM SHARE

TRANSACTIONS                          (38,183,168)            911,196,948             831,780,681
Change in net assets                  (38,183,168)            911,196,948             831,780,681
NET ASSETS:

Beginning of period                 2,169,392,901           1,258,195,953             426,415,272
End of period                   $   2,131,209,733       $   2,169,392,901       $   1,258,195,953

</TABLE>

1 The fund has changed its fiscal year-end from January 31 to July 31.

See Notes which are an integral part of the Financial Statements

Financial Highlights-Institutional Shares

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

<TABLE>
<CAPTION>

                                              PERIOD
                                               ENDED

                                             JULY 31,                     YEAR ENDED JANUARY 31,

                                                1999 1           1999         1998       1997 2       1996         1995
<S>                                      <C>             <C>            <C>         <C>        <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD          $ 1.00           $ 1.00       $ 1.00     $ 1.00       $ 1.00       $ 1.00
INCOME FROM INVESTMENT OPERATIONS:

Net investment income                           0.02             0.05         0.06       0.05         0.06         0.04
LESS DISTRIBUTIONS:
Distributions from net investment income       (0.02)           (0.05)       (0.06)     (0.05)       (0.06)       (0.04)
NET ASSET VALUE, END OF PERIOD                $ 1.00           $ 1.00       $ 1.00     $ 1.00       $ 1.00       $ 1.00
TOTAL RETURN 3                                  2.44%            5.53%        5.68%      5.41%        6.10%        4.51%

RATIOS TO AVERAGE NET ASSETS:

Expenses 4                                      0.31% 5         0.56%        0.32%       0.31%        0.25%        0.25%
Net investment income 4                         4.72% 5         4.97%        5.41%       5.14%        5.85%        4.04%
Expenses (after waivers)                        0.16% 5         0.16%        0.14%       0.16%        0.17%        0.09%
Net investment income (after waivers)           4.87% 5         5.37%        5.59%       5.29%        5.93%        4.20%
SUPPLEMENTAL DATA:

Net assets, end of period (000 omitted)   $1,147,717      $1,474,123     $865,742    $387,994   $2,754,390   $1,470,317
</TABLE>

1 The fund has changed its fiscal year-end from January 31 to July 31.

2 Federated Investment Management Company, formerly Federated Management, became
the fund's investment adviser on November 15, 1996. Prior to November 15, 1996,
Lehman Brothers Global Asset Management served as the

fund's investment adviser.

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

4 During the period, certain fees were voluntarily waived. If such voluntary
waivers had not occurred, the ratios would have been as indicated.

5 Computed on an annualized basis.

See Notes which are an integral part of the Financial Statements

Financial Highlights-Institutional Service Shares

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

<TABLE>
<CAPTION>

                              PERIOD
                               ENDED

                             JULY 31,                         YEAR ENDED JANUARY 31,

                                1999 1        1999               1998              1997 2             1996              1995
<S>                          <C>         <C>                <C>               <C>                <C>               <C>
NET ASSET VALUE,
BEGINNING OF PERIOD            $ 1.00       $ 1.00             $ 1.00            $ 1.00             $ 1.00            $ 1.00
INCOME FROM
INVESTMENT OPERATIONS:

Net investment income            0.02         0.05               0.05              0.05               0.06              0.04
LESS DISTRIBUTIONS:

Distributions from net

investment income               (0.02)       (0.05)             (0.05)            (0.05)             (0.06)            (0.04)
NET ASSET VALUE,
END OF PERIOD                  $ 1.00       $ 1.00             $ 1.00            $ 1.00             $ 1.00            $ 1.00
TOTAL RETURN 3                   2.31%        5.27%              5.41%             5.15%              5.84%             4.26%

RATIOS TO AVERAGE
NET ASSETS:

Expenses 4                       0.56% 5     0.56%              0.56%             0.57%              0.50%             0.50%
Net investment income 4          4.49% 5     4.98%              5.15%             4.89%              5.60%             3.79%
Expenses (after waivers)         0.41% 5     0.41%              0.39%             0.41%              0.42%             0.34%
Net investment income
(after waivers)                  4.64% 5     5.13%              5.32%             5.05%              5.68%             3.95%
SUPPLEMENTAL DATA:
Net assets, end of period

(000 omitted)                $707,737    $495,172           $325,390           $18,415            $20,372           $21,739
</TABLE>

1 The fund has changed its fiscal year-end from January 31 to July 31.

2 Federated Investment Management Company, formerly Federated Management, became
the fund's investment adviser on November 15, 1996. Prior to November 15, 1996,
Lehman Brothers Global Asset Management served as the

fund's investment adviser.

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

4 During the period, certain fees were voluntarily waived. If such voluntary
waivers had not occurred, the ratios would have been as indicated.

5 Computed on an annualized basis.

See Notes which are an integral part of the Financial Statements

Financial Highlights-Institutional Capital Shares

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

<TABLE>
<CAPTION>

                                             PERIOD
                                              ENDED

                                            JULY 31,            YEAR ENDED JANUARY 31,
                                               1999 1         1999        1998        1997 2

<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                          0.02           0.05        0.05        0.05
LESS DISTRIBUTIONS:
Distributions from net investment income      (0.02)         (0.05)      (0.05)      (0.05)
NET ASSET VALUE, END OF PERIOD               $ 1.00         $ 1.00      $ 1.00      $ 1.00
TOTAL RETURN 3                                 2.38%          5.40%       5.55%       5.26%

RATIOS TO AVERAGE NET ASSETS:

Expenses 4                                     0.58%  5       0.58%       0.59%       0.59%
Net investment income 4                        4.46%  5       4.93%       5.29%       4.86%
Expenses (after waivers)                       0.28%  5       0.28%       0.27%       0.28%
Net investment income (after waivers)          4.76%  5       5.23%       5.61%       5.17%
SUPPLEMENTAL DATA:

Net assets, end of period (000 omitted)    $275,756       $200,098     $67,064     $20,006

</TABLE>

1 The fund has changed its fiscal year-end from January 31 to July 31.

2 Federated Investment Management Company, formerly Federated Management, became
the fund's investment adviser on November 15, 1996. Prior to November 15, 1996,
Lehman Brothers Global Asset Management served as the

fund's investment adviser.

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

4 During the period, certain fees were voluntarily waived. If such voluntary
waivers had not occurred, the ratios would have been as indicated.

5 Computed on an annualized basis.

See Notes which are an integral part of the Financial Statements

Notes to Financial Statements

JULY 31, 1999

ORGANIZATION

Money Market Obligations Trust II (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 three portfolios. The
financial statements included herein are only those of Prime Value 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 a high level of current income
consistent with stability of principal and liquidity.

The Fund offers three classes of shares: Institutional Shares,
Institutional Service Shares and 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 provision for federal tax is
necessary.

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, 1999 is as
follows:

                              ACQUISITION   ACQUISITION

SECURITY                      DATE                 COST

Bishop's Gate Residential
Mortgage Trust, Series
1998-2, Class A-1, 5.420%,

8/10/1999                     12/11/1998     $6,000,000

CHANGE IN FISCAL YEAR

The Trust has changed its fiscal year-end from January 31 to July 31.

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 ($0.001 par value) for each
class of shares. At July 31, 1999, capital paid-in aggregated $2,131,209,733.

Transactions in shares were as follows:

<TABLE>
<CAPTION>

                                 PERIOD ENDED

                                      JULY 31,           YEAR ENDED JANUARY 31,
                                         1999 1              1999                1998

<S>                           <C>                 <C>                 <C>
INSTITUTIONAL SHARES:
Shares sold                    11,553,124,074      19,781,464,858      13,256,360,968
Shares issued to
shareholders in payment of
distributions declared             27,134,621          34,346,178          26,084,298
Shares redeemed               (11,906,664,823)    (19,207,430,021)    (12,804,697,557)
NET CHANGE RESULTING FROM

INSTITUTIONAL

SHARE TRANSACTIONS               (326,406,128)        608,381,015         477,747,709

<CAPTION>

                                 PERIOD ENDED

                                      JULY 31,             YEAR ENDED JANUARY 31,
                                         1999 1              1999                1998

<S>                           <C>                 <C>                 <C>
INSTITUTIONAL SERVICE

SHARES:

Shares sold                     4,750,407,849       5,129,107,787       1,999,938,515
Shares issued to
shareholders in payment of
distributions declared              8,335,094          12,725,748           5,524,975
Shares redeemed                (4,546,178,066)     (4,972,051,133)     (1,698,488,527)
NET CHANGE RESULTING FROM
INSTITUTIONAL SERVICES

SHARE TRANSACTIONS                212,564,877         169,782,402         306,974,963

<CAPTION>

                                PERIOD ENDED

                                     JULY 31,                YEAR ENDED JANUARY 31,
                                         1999 1              1999                1998

<S>                           <C>                 <C>                 <C>
INSTITUTIONAL CAPITAL

SHARES:

Shares sold                     1,052,655,325       1,606,039,157         720,345,533
Shares issued to
shareholders in payment of
distributions declared              3,772,038           4,692,264           1,420,721
Shares redeemed                  (980,769,280)     (1,477,697,890)       (674,708,245)
NET CHANGE RESULTING FROM

CAPITAL SHARE TRANSACTIONS         75,658,083         133,033,531          47,058,009
NET CHANGE RESULTING FROM
SHARES TRANSACTIONS               (38,183,168)        911,196,948         831,780,681

</TABLE>

1 The Fund has changed its fiscal year-end from January 31 to July 31.

INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

INVESTMENT ADVISORY FEE

Federated Investment Management Company, 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 Company ("FSSC"), the Fund will pay FSSC up to 0.25% of average daily
net assets of the Fund for the period. The fee paid to FSSC is used to finance
certain services for shareholders and to maintain shareholder accounts. FSSC may
voluntarily choose to waive any portion of its fee. FSSC 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 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 Ernst & Young LLP, Independent Auditors

TO THE TRUSTEES AND SHAREHOLDERS OF

MONEY MARKET OBLIGATIONS TRUST II:

We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of the Prime Value Obligations Fund (one of the
portfolios constituting the Money Market Obligations Trust II) as of July 31,
1999, and the related statements of operations for the period from February 1,
1999 to July 31, 1999 and for the year ended January 31, 1999, the statements of
changes in net assets for the period from February 1, 1999 to July 31, 1999 and
for each of the two years in the period ended January 31, 1999, and the
financial highlights for each of the periods presented therein. These financial
statements and financial highlights are the responsibility of the Fund'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, 1999 by correspondence with the custodian. 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 the
Prime Value Obligations Fund of the Money Market Obligations Trust II at July
31, 1999, and the results of its operations for the period from February 1, 1999
to July 31, 1999 and for the year ended January 31, 1999, the changes in its net
assets for the period from February 1, 1999 to July 31, 1999 and for each of the
two years in the period ended January 31, 1999, and the financial highlights for
each of the periods presented therein, in conformity with generally accepted
accounting principles.

[Graphic]

Ernst & Young LLP

Boston, Massachusetts
September 17, 1999

Trustees

JOHN F. DONAHUE
THOMAS G. BIGLEY
JOHN T. CONROY, JR.

NICHOLAS P. CONSTANTAKIS
JOHN F. CUNNINGHAM
J. CHRISTOPHER DONAHUE
LAWRENCE D. ELLIS, M.D.

PETER E. MADDEN
CHARLES F. MANSFIELD, JR.

JOHN E. MURRAY, JR., J.D., S.J.D.
MARJORIE P. SMUTS

JOHN S. WALSH

Officers

JOHN F. DONAHUE

Chairman

J. CHRISTOPHER DONAHUE

President

WILLIAM D. DAWSON, III

Chief Investment Officer

EDWARD C. GONZALES

Executive Vice President

JOHN W. MCGONIGLE

Executive Vice President and Secretary

RICHARD B. FISHER

Vice President

RICHARD J. THOMAS

Treasurer

LESLIE K. ROSS

Assistant Secretary

Mutual funds are not bank deposits or obligations, are not 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 mutual funds involves investment

risk, including the possible loss of principal.

This report is authorized for distribution to prospective investors only when
preceded or accompanied by the fund's prospectus which contains facts concerning
its objective and policies, management fees, expenses, and other information.

[Graphic]
Federated

World-Class Investment Manager

ANNUAL REPORT

Prime Value Obligations Fund

ANNUAL REPORT
TO SHAREHOLDERS

JULY 31, 1999

[Graphic]
Federated

Prime Value Obligations Fund
Federated Investors Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7000

1-800-341-7400

WWW.FEDERATEDINVESTORS.COM

Federated Securities Corp., Distributor

Cusip 608912606
Cusip 608912408
Cusip 608912507

G01999-03 (9/99)

[Graphic]

ANNUAL REPORT

President's Message

Dear Shareholder:

I am pleased to present the Annual Report to Shareholders for Municipal
Obligations Fund, a portfolio of Money Market Obligations Trust II, which covers
the six-month period from February 1, 1999 to July 31, 1999. 1 The report begins
with the fund's investment review, followed by a complete list of its holdings
and its financial statements.

The fund continues to give you a relatively stable way to keep your cash earning
daily tax-free income, 2 while giving you easy access to your money.3 The fund's
assets are invested in a highly diversified portfolio of short-term securities
issued by municipalities across the United States.

During the six-month reporting period, the fund paid tax-free dividends totaling
$0.02 per share to shareholders of Institutional Shares and Institutional
Capital Shares, and $0.01 per share to shareholders of Institutional Service
Shares. Net assets in the fund totaled over $535 million at the end of the
reporting period.

Thank you for joining other tax-sensitive shareholders who are participating in
the daily, tax-free earning power of Municipal Obligations Fund. We welcome your
questions and comments.

Sincerely,

[Graphic]

J. Christopher Donahue

President

September 15, 1999

1 The fund has changed its fiscal year-end from January 31 to July 31.

2 Income may be subject to the federal alternative minimum tax and state and
local taxes.

3 An investment in money market funds is neither insured nor guaranteed by the
Federal Deposit Insurance Corporation or any other government agency. Although
money market funds seek to preserve the value of your investment at $1.00 per
share, it is possible to lose money by investing in the fund.

Investment Review

Municipal Obligations Fund invests in high quality, short-term tax-exempt
securities. Typical investments include, but are not limited to variable rate
demand notes ("VRDNs"), commercial paper equivalents, and fixed-rate notes and
bonds. For the six-months ended July 31, 1999, the net assets of the fund
increased from $486 million to $535 million, while the seven-day net yield of
the fund increased as follows: Institutional Shares increased from 3.03% to
3.22%, Institutional Service Shares increased from 2.78% to 2.97%, and
Institutional Capital Shares increased from 2.91% to 3.10%. 1 The
dollar-weighted effective average maturity of the fund on July 31, 1999, was 46
days.

The reporting period brought a dramatic shift in investor sentiment regarding
the direction of the next move by the Federal Reserve Board (the "Fed"), and
culminated in a 25 basis point tightening by the Fed on June 30, 1999. The
economy entered 1999 with considerable momentum. Lingering fears about the
economic crises overseas were replaced by concern that the robust pace of growth
of the domestic economy would ignite inflationary pressures. First quarter gross
domestic product was recorded at 4.30%, driven by consumer demand and housing.
The second quarter brought continued evidence of growth that the market and the
Fed could no longer ignore. In spite of a benign inflation picture, interest
rates rose across the yield curve as expectations mounted that the Fed would
need to tighten monetary policy in the face of growth that exceeded traditional
measures of non-inflationary potential. Fed commentary reinforced this
perception even while acknowledging that productivity gains continued to rein in
inflationary pressures. By the time of Fed Chairman Greenspan's testimony before
the Joint Economic Committee in late June (where he intimated that it may be
appropriate for the Fed to take back some of the liquidity that had been infused
into the market in the fourth quarter of 1998), market expectations reflected
the inevitable near-term tightening with more to follow. As a result, when the
Fed opted to tighten interest rates by 25 basis points on June 30, 1999, but
announced a neutral intermeeting policy stance, the market took this as a sign
that additional tightenings may not be forthcoming. This relief was short-lived,
however, as Chairman Greenspan indicated in his Humphrey Hawkins testimony
before Congress later in July that the Fed was prepared to continue to act
preemptively against the threat of inflation.

1 Performance quoted represents past performance and is not indicative of future
results. Yield will vary. Yields quoted for money market funds most closely
reflect the fund's current earnings.

Interest rates in the tax-exempt money markets over the reporting period were
influenced by the Fed's tightening as well as expectation of future tightenings.
Supply and demand factors also played a large role in the absolute level of
interest rates, as demand was relatively strong early in the year and prior to
the income tax payment season in April. Supply remained restricted as new
issuance of fixed-rate notes was virtually non-existent over the first four
months of the reporting period. However, conditions eased in June and July as
the summer note issuance season began.

Yields on VRDNs, which comprise over 60% of the fund's assets, started the
period at a low of 2.35%, but corrected rather quickly and moved up to over
4.00% by late April. This correction was due to net redemptions in the money
markets as investors made record income tax payments to governments. From May
1999 though July 1999, VRDN yields remained in a range bound between 3.00% and
3.50%, as demand stabilized and supply became more plentiful.

Going forward, the average maturity of the fund will continue to be managed in
accordance with our expectations of a continued Fed bias toward a more
restrictive monetary policy (higher rates). Therefore, we will continue to keep
the average maturity targeted in a neutral range while evaluating attractive
investment opportunities to enhance the fund's yield. We will continue to watch,
with great interest, market developments in order to best serve our municipal
clients.

Portfolio of Investments

JULY 31, 1999

<TABLE>

<CAPTION>

PRINCIPAL

AMOUNT                                          VALUE
<S>             <C>                            <C>

                 SHORT-TERM MUNICIPALS--
                 100.5% 1
                 ALABAMA--0.9%

  $  5,000,000   Hoover, AL Board of
                 Education, Series 1999 C,

                 3.80% BANs, 8/1/2000           $      5,000,000
                 ARIZONA--0.1%
       715,000   Maricopa County, AZ, IDA,
                 3.20% CP (Citizens
                 Utilities Co.), Mandatory

                 Tender 8/13/1999                        715,000
                 ARKANSAS--2.2%

     1,000,000   Arkadelphia, AR, IDRBs, Series 1996, Weekly VRDNs (Siplast,
                 Inc.)/(Den

                 Danske Bank A/S LOC)                  1,000,000
     9,000,000   Arkansas Development
                 Finance Authority, Series
                 1995, Weekly VRDNs (Paco
                 Steel & Engineering
                 Corporation
                 Project)/(Union Bank of

                 California LOC)                       9,000,000
     1,800,000   Hope, AR, Solid Waste
                 Disposal Revenue Bonds,
                 Series 1994, 3.70% CP
                 (Temple-Inland Forest
                 Products Corp.)/(Temple-
                 Inland, Inc. GTD),

                 Mandatory Tender 9/7/1999             1,800,000
                 TOTAL                                11,800,000

                 COLORADO--0.9%

     5,000,000 2 Denver, CO City & County
                 Airport Authority, CDC
                 Class A Certificates,
                 Series 1997 K, 3.45% TOBs
                 (MBIA INS)/(CDC Municipal
                 Products, Inc. LIQ),

                 Optional Tender 5/11/2000             5,000,000
                 DISTRICT OF COLUMBIA--3.3%

     5,000,000   District of Columbia
                 Housing Finance Agency,
                 Series 1999 B, 3.30% BANs
                 (CDC Municipal Products,

                 Inc.), 6/15/2000                      5,000,000
    12,655,000   District of Columbia
                 Housing Finance Agency,
                 Flatiron Certificates,
                 Series 1999-2, Weekly
                 VRDNs (GNMA COL)/(Bank of

                 New York, New York LIQ)              12,655,000
                 TOTAL                                17,655,000

                 FLORIDA--9.7%
     4,000,000   Clay County, FL HFA,

                 Variable Rate
                 Certificates, Series 1999
                 O, Weekly VRDNs (GNMA
                 COL)/(Bank of America NT

                 and SA, San Francisco LIQ)            4,000,000
    10,695,000   Clipper, FL Tax-Exempt
                 Trust, Class A
                 Certificates of
                 Participation, Series
                 1996-3B, Weekly VRDNs
                 (Escambia County, FL
                 HFA)/(State Street Bank

                 and Trust Co. LOC)                   10,695,000
     9,500,000   Escambia County, FL HFA,
                 PT-1017 Weekly VRDNs (GNMA
                 COL)/(Merrill Lynch
                 Capital Services, Inc.

                 LIQ)                                  9,500,000
     8,675,000   Escambia County, FL HFA,
                 PT-121 Weekly VRDNs (GNMA
                 COL)/(Banco Santander

                 Central Hispano, SA LIQ)              8,675,000
     1,000,000   Jacksonville, FL IDA,
                 IDRBs, Series 1996, Weekly
                 VRDNs (Portion Pac,
                 Inc.)/(Heinz (H.J.) Co.

                 GTD)                                  1,000,000
     5,893,000   Orange County, FL HFA,
                 Series 1997 A, Weekly VRDNs
                 (Regal Pointe Apartments
                 Project)/(Nationsbank,

                 N.A., Charlotte LOC)                  5,893,000
<CAPTION>

PRINCIPAL

AMOUNT                                          VALUE
<S>             <C>                            <C>

                 SHORT-TERM MUNICIPALS--

                 continued 1

                 FLORIDA--CONTINUED
 $   4,000,000   Orange County, FL HFA,

                 Series 1998 D, Weekly VRDNs
                 (Falcon Trace
                 Apartments)/(Amsouth Bank

                 N.A., Birmingham LOC)          $      4,000,000
     5,500,000   Osceola County, FL HFA,
                 Multifamily Housing
                 Revenue Bonds, Series 1998
                 A, Weekly VRDNs (Arrow
                 Ridge Apartments)/(Amsouth

                 Bank N.A., Birmingham LOC)            5,500,000
     2,500,000   Pinellas County Industry
                 Council, FL, IDRB, Series
                 1994, Weekly VRDNs (Genca
                 Corporation Project)/(PNC

                 Bank, N.A. LOC)                       2,500,000
                 TOTAL                                51,763,000

                 GEORGIA--2.7%

     9,500,000   Clayton County, GA
                 Development Authority,
                 Series 1994, Weekly VRDNs
                 (Lear Seating
                 Corp.)/(Chase Manhattan

                 Bank N.A., New York LOC)              9,500,000
     2,800,000   Gainesville, GA
                 Redevelopment Authority,
                 Downtown Developments,
                 Ltd., Series 1987, Weekly
                 VRDNs (Downtown
                 Developments,
                 Ltd.)/(Regions Bank,

                 Alabama LOC)                          2,800,000
     2,170,000   McDuffie County, GA
                 Development Authority
                 Weekly VRDNs (Thomson
                 Plastics)/(SouthTrust Bank
                 of Alabama, Birmingham

                 LOC)                                  2,170,000
                 TOTAL                                14,470,000

                 ILLINOIS--7.8%

    10,500,000   Chicago, IL, Chicago
                 Midway Airport Special
                 Facility Revenue Bonds,
                 Series 1998, 3.35% TOBs
                 (Signature Flight Support
                 Corp.)/(Bayerische
                 Landesbank Girozentrale
                 LOC), Optional Tender
                 12/1/1999                            10,500,000
     5,000,000   Chicago, IL,
                 Collateralized Single
                 Family Mortgage Revenue
                 Bonds, Series B, 3.25% BANs
                 (Trinity Funding Co. INV),

                 4/1/2000                              5,000,000

     3,000,000   Chicago, IL, Gas Supply
                 Revenue Bonds, 1993 Series
                 B, 3.20% TOBs (Peoples Gas
                 Light & Coke Co.), Optional

                 Tender 12/1/1999                      3,000,000
     6,000,000   Illinois Development
                 Finance Authority, Series
                 1997, Weekly VRDNs (Toyal
                 America, Inc.)/(Bank of

                 Tokyo-Mitsubishi Ltd. LOC)            6,000,000
     3,200,000   Illinois Development
                 Finance Authority, IDRB,
                 Series 1995, Weekly VRDNs
                 (Dickson Weatherproof Nail
                 Co. Project)/(Bank of
                 America NT and SA, San

                 Francisco LOC)                        3,200,000
     8,555,000 2 Illinois Housing
                 Development Authority, PT-
                 7, 3.375% TOBs (AMBAC
                 INS)/(Merrill Lynch
                 Capital Services, Inc.
                 LIQ), Optional Tender

                 5/11/2000                             8,555,000
     2,575,000   Peoria, IL, Series 1995,
                 Weekly VRDNs (Praise and
                 Leadership Elementary
                 School)/(Bank One,

                 Illinois, N.A. LOC)                   2,575,000
     2,360,000   Rockford, IL, EDRB, 3.80%
                 TOBs (Independence Village
                 of Rockford)/(Paribas,
                 Paris LOC), Optional

                 Tender 12/1/1999                      2,360,000
                 TOTAL                                41,190,000

<CAPTION>

PRINCIPAL

AMOUNT                                          VALUE
<S>             <C>                            <C>

                 SHORT-TERM MUNICIPALS--
                 continued 1
                 INDIANA--3.5%

 $   2,000,000   Clarksville, IN, Series
                 1997, Weekly VRDNs (Metal
                 Sales Manufacturing
                 Corp.)/(Firstar Bank,
                 N.A., Cincinnati LOC)          $      2,000,000
     3,625,000   Elkhart County, IN, Series
                 1997, Weekly VRDNs (Hart
                 Housing Group,

                 Inc.)/(KeyBank, N.A. LOC)             3,625,000
     1,570,000   Richmond, IN, EDRBs,
                 Series 1996, Weekly VRDNs
                 (Holland Colors Americas,
                 Inc. Project)/(Bank One,

                 Indiana, N.A. LOC)                    1,570,000
     4,000,000   Rushville, IN, Series
                 1996, Weekly VRDNs
                 (Fujitsu Ten Corp. of
                 America)/(Bank of Tokyo-

                 Mitsubishi Ltd. LOC)                  4,000,000
     3,350,000   Wayne Township, IN Metro
                 School District, 3.55%

                 TANs, 12/31/1999                      3,353,384
     4,000,000   Westfield, IN IDR, Series
                 1998, Weekly VRDNs
                 (Standard Locknut,
                 Inc.)/(Bank One, Indiana,

                 N.A. LOC)                             4,000,000
                 TOTAL                                18,548,384

                 IOWA--1.7%

     8,840,000   Iowa Falls, IA, Series
                 1998, Weekly VRDNs
                 (Heartland Pork
                 Enterprises, Inc.)/(Bank
                 of Nova Scotia, Toronto

                 LOC)                                  8,840,000
                 KENTUCKY--2.6%

     4,500,000   Kentucky Housing Corp.,
                 Series C, 3.20% TOBs

                 12/31/1999                            4,500,000

     5,000,000   Louisville & Jefferson
                 County, KY Regional
                 Airport Authority, Series
                 1996-A, Weekly VRDNs
                 (National City Bank,

                 Kentucky LOC)                         5,000,000
     4,280,000   Paris, KY Weekly VRDNs
                 (Monessen Holdings,
                 LLC)/(Bank One, Kentucky

                 LOC)                                  4,280,000
                 TOTAL                                13,780,000

                 LOUISIANA--0.3%
     1,600,000   Ouachita Parish, LA IDB,

                 Series 1998, Weekly VRDNs
                 (Dixie Carbonic,
                 Inc.)/(Bank One, Illinois,

                 N.A. LOC)                             1,600,000
                 MAINE--1.1%

     4,000,000   Jay, ME, Solid Waste
                 Disposal Revenue Bonds,
                 3.95% TOBs (International
                 Paper Co.), Optional

                 Tender 6/1/2000                       4,000,000
     1,880,000   Trenton, ME, Series 1998,
                 Weekly VRDNs (Hinckley

                 Co.)/(KeyBank, N.A. LOC)              1,880,000
                 TOTAL                                 5,880,000

<CAPTION>

PRINCIPAL

AMOUNT                                          VALUE
<S>             <C>                            <C>

                 SHORT-TERM MUNICIPALS--
                 continued 1
                 MARYLAND--3.9%

 $   2,468,000   Frederick County, MD,
                 Series 1998 A, Weekly VRDNs
                 (Thogar, LLC)/(Allfirst
                 LOC)                           $      2,468,000
     6,600,000   Harford County, MD, Series
                 1989, Weekly VRDNs
                 (Harford Commons
                 Associates

                 Facility)/(Allfirst LOC)              6,600,000
     1,386,000   Harford County, MD,
                 Variable Rate Demand/Fixed
                 Rate Refunding Bond (1989
                 Issue) Weekly VRDNs
                 (Harford Commons
                 Associates

                 Facility)/(Allfirst LOC)              1,386,000
     2,560,000   Maryland State Community
                 Development
                 Administration, Series
                 1990 A, Weekly VRDNs
                 (College

                 Estates)/(Allfirst LOC)               2,560,000
     3,000,000   Maryland State Community
                 Development
                 Administration, Series
                 1990 B, Weekly VRDNs
                 (Cherry Hill Apartment
                 Ltd.)/(Nationsbank, N.A.,

                 Charlotte LOC)                        3,000,000
     3,000,000   Maryland State Energy
                 Financing Administration,
                 IDRB, Series 1988, Weekly
                 VRDNs (Morningstar Foods,
                 Inc.)/(First Union
                 National Bank, Charlotte,

                 NC LOC)                               3,000,000
     2,000,000   Wicomico County, MD, EDRB,
                 Series 1994, Weekly VRDNs
                 (Field Container Co.
                 L.P.)/(Northern Trust Co.,

                 Chicago, IL LOC)                      2,000,000
                 TOTAL                                21,014,000

                 MASSACHUSETTS--0.6%
     3,000,000   Massachusetts IFA, IDRB,

                 Series 1995, Weekly VRDNs
                 (Dunsirn Industries, Inc.
                 Project)/(Firstar Bank,

                 Milwaukee LOC)                        3,000,000
                 MINNESOTA--8.8%

     1,450,000   Blaine, MN, Series 1997,
                 Weekly VRDNs (Plastic
                 Enterprises,
                 Inc.)/(Norwest Bank

                 Minnesota, N.A. LOC)                  1,450,000
     3,600,000   Brooklyn Center, MN,
                 Shingle Creek Tower,
                 Series 1999, 4.495% TOBs
                 (Nationsbank, N.A.,

                 Charlotte) 4/1/2000                   3,600,000
     4,000,000   Coon Rapids, MN, Series
                 1999, Weekly VRDNs
                 (Assurance Mfg. Co.,
                 Inc.)/(Norwest Bank

                 Minnesota, N.A. LOC)                  4,000,000
    10,195,000 2 Dakota County & Washington
                 County MN Housing &
                 Redevelopment Authority,
                 MERLOTS, Series J, 3.15%
                 TOBs (United States
                 Treasury COL)/(First Union
                 National Bank, Charlotte,
                 NC LIQ), Optional Tender

                 9/1/1999                             10,195,000

     5,000,000   2 Dakota County, Washington County & Anoka City, MN Housing &
                 Redevelopment Authority, MERLOTS, Series H, 3.15% TOBs (United
                 States Treasury COL)/(First Union National Bank, Charlotte, NC
                 LIQ),

                 Optional Tender 9/1/1999              5,000,000
     5,200,000   Edgerton, MN, Series 1998,
                 Weekly VRDNs (Fey
                 Industries, Inc.)/(Norwest

                 Bank Minnesota, N.A. LOC)             5,200,000
<CAPTION>
PRINCIPAL

AMOUNT                                          VALUE
<S>             <C>                            <C>

                 SHORT-TERM MUNICIPALS--

                 continued 1

                 MINNESOTA--CONTINUED
 $   2,600,000   Minneapolis, MN IDA,

                 Series 1999, Weekly VRDNs
                 (Viking Materials,
                 Inc.)/(Norwest Bank

                 Minnesota, N.A. LOC)           $      2,600,000
     6,000,000   Rockford, MN, Series 1999,
                 Weekly VRDNs (Minnesota
                 Diversified Products,
                 Inc.)/(Norwest Bank

                 Minnesota, N.A. LOC)                  6,000,000
     2,755,000   Savage, MN, Series 1998,
                 Weekly VRDNs (Fabcon,
                 Inc.)/(Norwest Bank

                 Minnesota, N.A. LOC)                  2,755,000
     1,870,000   Springfield, MN, Series
                 1998, Weekly VRDNs (Ochs
                 Brick Co.)/(Norwest Bank

                 Minnesota, N.A. LOC)                  1,870,000
     2,250,000   White Bear Lake, MN, Series
                 1999, Weekly VRDNs (Taylor
                 Corp.)/(Norwest Bank

                 Minnesota, N.A. LOC)                  2,250,000
     2,000,000   White Bear Lake, MN,
                 Century Townhomes, Series
                 1997, 4.28% TOBs
                 (Westdeutsche Landesbank
                 Girozentrale), Optional

                 Tender 5/1/2000                       2,000,000
                 TOTAL                                46,920,000

                 MISSISSIPPI--4.6%

     1,168,000   Greenville, MS IDA, Weekly
                 VRDNs (Mebane Packaging
                 Corp.)/(First Union
                 National Bank, Charlotte,

                 NC LOC)                               1,168,000

     4,035,000   Mississippi Business
                 Finance Corp., Series
                 1995, Weekly VRDNs
                 (Mississippi Baking
                 Company LLC

                 Project)/(Allfirst LOC)               4,035,000
     9,805,000 2 Mississippi Home Corp.,
                 PT-218B, 3.65% TOBs (GNMA
                 COL)/(Bayerische
                 Hypotheken-und Vereinsbank
                 AG LIQ), Optional Tender

                 7/6/2000                              9,805,000

     9,790,000   Mississippi Regional
                 Housing Authorithy No. II,
                 Series 1998, 3.60% TOBs
                 (Bradford Park
                 Apartments)/(Amsouth Bank
                 N.A., Birmingham LOC),

                 Mandatory Tender 10/1/1999            9,790,000
                 TOTAL                                24,798,000

                 MISSOURI--0.5%
     1,600,000   Springfield, MO IDA,

                 Series 1999, Weekly VRDNs
                 (Dabryan Coach Builders,
                 Inc.)/(Norwest Bank

                 Minnesota, N.A. LOC)                  1,600,000
     1,000,000   St. Louis, MO IDA, Series
                 1997, Weekly VRDNs (Cee Kay
                 Supply)/(Commerce Bank,

                 Kansas City, N.A. LOC)                1,000,000
                 TOTAL                                 2,600,000

<CAPTION>

PRINCIPAL

AMOUNT                                          VALUE
<S>             <C>                            <C>

                 SHORT-TERM MUNICIPALS--

                 continued 1

                 MULTI STATE--8.2%

 $  24,000,000   Charter Mac Floater
                 Certificates Trust I,
                 (First Tranche) Weekly
                 VRDNs (MBIA
                 INS)/(Bayerische
                 Landesbank Girozentrale,
                 Commerzbank AG, Frankfurt
                 and Credit Communal de
                 Belgique, Brussles LIQs)       $     24,000,000
    14,000,000   Charter Mac Floater
                 Certificates Trust I,
                 (Third Tranche) Weekly
                 VRDNs (MBIA
                 INS)/(Bayerische
                 Landesbank Girozentrale,
                 Commerzbank AG, Frankfurt
                 and Credit Communal de

                 Belgique, Brussles LIQs)             14,000,000
     5,968,000   Clipper Tax-Exempt Trust
                 (AMT MultiState), Series
                 A, Weekly VRDNs (State
                 Street Bank and Trust Co.

                 LIQ)                                  5,968,000
                 TOTAL                                43,968,000

                 NEBRASKA--1.3%

     6,995,000   Nebraska Investment
                 Finance Authority,
                 MERLOTS, Series 1999 A,
                 Weekly VRDNs (First Union
                 National Bank, Charlotte,

                 NC LIQ)                               6,995,000
                 NEVADA--0.1%

       550,000   Nevada State Department of
                 Community & Industrial
                 Development Weekly VRDNs
                 (Kinplex Company
                 Project)/(Credit
                 Commercial de France,

                 Paris LOC)                              550,000

                 NEW HAMPSHIRE--0.7%

     3,895,000   New Hampshire Business
                 Finance Authority, IDRB,
                 Series A, Weekly VRDNs
                 (Upper Valley

                 Press)/(KeyBank, N.A. LOC)            3,895,000

                 NEW JERSEY--0.5%
     2,709,487   Sussex, NJ, 3.75% BANs,

                 1/21/2000                             2,716,306

                 NEW MEXICO--1.9%

     5,045,000   Albuquerque, NM, Series
                 1996, Weekly VRDNs (Rose's
                 Southwest Papers, Inc.
                 Project)/(Norwest Bank

                 Minnesota, N.A. LOC)                  5,045,000
     5,000,000   Los Lunas Village, NM,
                 Series 1998, Weekly VRDNs
                 (Wall Colmonoy
                 Corp.)/(Michigan National
                 Bank, Farmington Hills

                 LOC)                                  5,000,000
                 TOTAL                                10,045,000

                 NEW YORK--2.3%

    11,000,000   New York State Energy
                 Research & Development
                 Authority, PCR Bonds 1987,
                 Series B, Daily VRDNs
                 (Niagara Mohawk Power
                 Corp.)/(Morgan Guaranty

                 Trust Co., New York LOC)             11,000,000
     1,400,000   New York State Energy
                 Research & Development
                 Authority, PCR Adj Rate
                 Bonds 1988, Series A, Daily
                 VRDNs (Niagara Mohawk
                 Power Corp.)/(Morgan
                 Guaranty Trust Co., New

                 York LOC)                             1,400,000
                 TOTAL                                12,400,000

                 NORTH CAROLINA--0.5%

     2,800,000   Wake County, NC Industrial
                 Facilities & PCFA, Daily
                 VRDNs (Carolina Power &
                 Light Co.)/(First Union
                 National Bank, Charlotte,

                 NC LOC)                               2,800,000
<CAPTION>

PRINCIPAL

AMOUNT                                          VALUE
<S>             <C>                            <C>

                 SHORT-TERM MUNICIPALS--
                 continued 1

                 OHIO--1.4%

 $   1,890,000   Hilliard, OH, Adjustable
                 Rate IDRBs, Series 1996,
                 Weekly VRDNs (Medex,
                 Inc.)/(Bank One, Ohio,
                 N.A. LOC)                      $      1,890,000
     3,300,000   Ohio HFA, Trust Receipts,
                 Series 1997 FR/RI-14,
                 Weekly VRDNs (GNMA
                 GTD)/(Bank of New York, New

                 York LIQ)                             3,300,000
     2,500,000   Wadsworth, OH School
                 District, 3.47% BANs,

                 8/10/1999                             2,500,287
                 TOTAL                                 7,690,287

                 OKLAHOMA--2.8%
     4,000,000   Broken Arrow, OK EDA,

                 Weekly VRDNs (Blue Bell
                 Creameries)/(Banque

                 Nationale de Paris LOC)               4,000,000
     3,250,000   Oklahoma HFA, CDC
                 Municipal Products, Inc.,
                 Series 1996 G, Weekly VRDNs
                 (GNMA COL)/(CDC Municipal

                 Products, Inc. LIQ)                   3,250,000
       820,000   Tulsa County, OK HFA, CDC
                 Municipal Products, Inc.
                 Class A Certificates,
                 Series 1996 E, Weekly
                 VRDNs (GNMA COL)/(CDC
                 Municipal Products, Inc.

                 LIQ)                                    820,000

     6,985,000   Tulsa, OK International Airport, Variable Rate Certificates,
                 Series 1997 B-1, Weekly VRDNs (MBIA INS)/(Bank of America NT

                 and SA, San Francisco LIQ)            6,985,000
                 TOTAL                                15,055,000

                 OREGON--0.1%
       495,000   Oregon State, EDRBs,

                 Series 1988 B, Weekly VRDNs
                 (Domaine Drouhin Oregon,
                 Inc.)/(Wells Fargo Bank,

                 N.A. LOC)                               495,000
                 PENNSYLVANIA--1.8%

     3,000,000   Clinton County, PA IDA,
                 Solid Waste Disposal
                 Revenue Bonds, Series 1992
                 A, 3.95% TOBs
                 (International Paper Co.),

                 Optional Tender 1/15/2000             3,000,000
     6,745,000 2 Philadelphia, PA IDA,
                 Variable Rate Certificates, Series 1998 P-1, 3.75% TOBs
                 (Philadelphia Airport System)/(FGIC INS)/(Bank of America NT
                 and SA, San Francisco LIQ), Optional

                 Tender 8/4/1999                       6,745,000
                 TOTAL                                 9,745,000

<CAPTION>

PRINCIPAL

AMOUNT                                          VALUE
<S>             <C>                            <C>

                 SHORT-TERM MUNICIPALS--

                 continued 1

                 SOUTH CAROLINA--2.2%
 $   2,025,000   Berkeley County, SC IDB,

                 Series 1989, Weekly VRDNs
                 (W.W. Williams Co.
                 Project)/(Bank One, Ohio,

                 N.A. LOC)                      $      2,025,000
     4,000,000   South Carolina Job
                 Development Authority
                 Weekly VRDNs (Boozer
                 Lumber Co.)/(SouthTrust
                 Bank of Alabama,

                 Birmingham LOC)                       4,000,000
       250,000   South Carolina Job
                 Development Authority,
                 Series 1988 B, Weekly VRDNs
                 (Seacord Corp.)/(Credit
                 Commercial de France,

                 Paris LOC)                              250,000
       500,000   South Carolina Job
                 Development Authority,
                 Series 1990, Weekly VRDNs

                 (NMFO

                 Associates)/(Wachovia Bank
                 of NC, N.A., Winston-Salem

                 LOC)                                    500,000

       950,000   South Carolina Job
                 Development Authority,
                 Series 1990, Weekly VRDNs
                 (Old Claussen's
                 Bakery)/(Wachovia Bank of
                 NC, N.A., Winston-Salem

                 LOC)                                    950,000

       550,000   South Carolina Job
                 Development Authority,
                 Series 1990, Weekly VRDNs
                 (Rice Street
                 Association)/(Wachovia
                 Bank of NC, N.A., Winston-

                 Salem LOC)                              550,000
       825,000   South Carolina Job
                 Development Authority,
                 Series B, Weekly VRDNs
                 (Osmose Wood
                 Preserving)/(Credit
                 Commercial de France,

                 Paris LOC)                              825,000
     2,885,000   York County, SC IDA, IDRBs,
                 Series 1989, Weekly VRDNs
                 (Sediver Inc.)/(Banque

                 Nationale de Paris LOC)               2,885,000
                 TOTAL                                11,985,000

                 SOUTH DAKOTA--0.7%

     3,000,000   South Dakota Housing
                 Development Authority,
                 1998 Series B, 3.75% BANs,

                 8/5/1999                              3,000,000

       515,000   South Dakota Housing
                 Development Authority,
                 Homeownership Mortgage
                 Bonds 1997, Series E,

                 Weekly VRDNs                            515,000
                 TOTAL                                 3,515,000

                 TENNESSEE--3.4%
     4,000,000   Carter County, TN IDB,

                 Series 1983, Monthly VRDNs
                 (Inland Container
                 Corp.)/(Temple-Inland,

                 Inc. GTD)                             4,000,000
     1,500,000   Cheatham County, TN IDB,
                 Series 1997 B, Weekly VRDNs
                 (Triton Boat Co.)/(First
                 American National Bank,

                 Nashville, TN LOC)                    1,500,000
     1,755,000   Hawkins County, TN IDB,
                 Series 1995, Weekly VRDNs
                 (Sekisui Ta Industries,
                 Inc. Project)/(Bank of

                 Tokyo-Mitsubishi Ltd. LOC)            1,755,000
<CAPTION>

PRINCIPAL

AMOUNT                                          VALUE
<S>             <C>                            <C>

                 SHORT-TERM MUNICIPALS--

                 continued 1

                 TENNESSEE--CONTINUED

 $     500,000   Knox County, TN IDB, Series
                 1996, Weekly VRDNs (Health
                 Ventures, Inc.
                 Project)/(SunTrust Bank,
                 Nashville LOC)                 $        500,000
     2,530,000   Morristown, TN IDB Weekly
                 VRDNs (Tuff Torq
                 Corp.)/(Bank of Tokyo-

                 Mitsubishi Ltd. LOC)                  2,530,000
       800,000   South Pittsburg, TN IDB,
                 Series 1996, Weekly VRDNs
                 (Lodge Manufacturing Co.
                 Project)/(SunTrust Bank,

                 Nashville LOC)                          800,000
     5,000,000   Tennessee Housing
                 Development Agency, Series
                 1997 K, Weekly VRDNs (Bank
                 of America NT and SA, San

                 Francisco LIQ)                        5,000,000
     2,000,000   Union City, TN IDB, Series
                 1995, Weekly VRDNs (Kohler
                 Co.)/(Wachovia Bank of NC,

                 N.A., Winston-Salem LOC)              2,000,000
                 TOTAL                                18,085,000

                 TEXAS--7.8%

     4,000,000   Angelina and Neches River
                 Authority, Texas, Solid
                 Waste Disposal Revenue
                 Bonds, Series 1993, 3.70%
                 CP (Temple-Eastex,
                 Inc.)/(Temple-Inland, Inc.
                 GTD), Mandatory Tender
                 9/8/1999                              4,000,000

     1,600,000   Angelina and Neches River
                 Authority, Texas, Waste
                 Disposal Revenue Bonds,
                 Series 1998, 3.70% CP
                 (Temple-Inland Forest
                 Products Corp.)/(Temple-
                 Inland, Inc. GTD),
                 Mandatory Tender 9/7/1999             1,600,000
    10,000,000   Brazos River Authority,
                 TX, Series 1996 B, Daily
                 VRDNs (Texas Utilities
                 Electric Co.)/(AMBAC
                 INS)/(Bank of New York, New

                 York LIQ)                            10,000,000
     8,000,000   McAllen, TX IDA, Series
                 1998, Weekly VRDNs (NiTek
                 McAllen, LLC)/(Bank of

                 Tokyo-Mitsubishi Ltd. LOC)            8,000,000
     4,780,000   Saginaw, TX IDA, Series
                 1998, Weekly VRDNs (Glad
                 Investing Partners,
                 Ltd.)/(Bank One, Texas

                 N.A. LOC)                             4,780,000

     5,000,000   San Antonio, TX, Special
                 Facilities Airport Revenue
                 Bonds, Series 1995, Weekly
                 VRDNs (Cessna Aircraft
                 Company
                 Project)/(Nationsbank,

                 N.A., Charlotte LOC)                  5,000,000
     8,500,000   Tarrant County, TX IDC,
                 Series 1997, Weekly VRDNs
                 (Lear Operations
                 Corp.)/(Chase Manhattan

                 Bank N.A., New York LOC)              8,500,000
                 TOTAL                                41,880,000

                 UTAH--0.7%
     3,810,000   Utah County, UT, IDRBs,

                 Series 1992, Weekly VRDNs
                 (McWane, Inc.
                 Project)/(Amsouth Bank

                 N.A., Birmingham LOC)                 3,810,000
                 VIRGINIA--5.4%

    23,000,000   2 Fairfax County, VA EDA, Trust Receipt, FR/RI-A15, Series
                 1999, 3.30% TOBs (AMBAC INS)/(National Westminster Bank, PLC,
                 London LIQ), Mandatory

                 Tender 8/2/1999                      23,000,000
     6,000,000   Halifax, VA IDA, MMMs, PCR,
                 3.25% CP (Virginia
                 Electric Power Co.),

                 Mandatory Tender 8/9/1999             6,000,000
                 TOTAL                                29,000,000

<CAPTION>

PRINCIPAL

AMOUNT                                          VALUE
<S>             <C>                          <C>

                 SHORT-TERM MUNICIPALS--
                 continued 1
                 WISCONSIN--3.5%

 $   2,000,000   Milwaukee, WI, Series
                 1997, 3.35% TOBs
                 (Signature Flight Support
                 Corp.)/(Bayerische
                 Landesbank Girozentrale
                 LOC), Optional Tender
                 12/1/1999                      $      2,000,000
     1,000,000   New Berlin, WI, Series 1997
                 A, Weekly VRDNs (Sunraider
                 LLC/New Berlin Plastics,
                 Inc.)/(Bank One,

                 Wisconsin, N.A. LOC)                  1,000,000
     7,535,000 2 Wisconsin Housing & EDA,
                 PT-90, Series 1996 F,
                 3.175% TOBs (Banque
                 Nationale de Paris LIQ),

                 Optional Tender 2/17/2000             7,535,000
     8,000,000   Wisconsin Housing & EDA,
                 Trust Receipts, Series
                 1997, Weekly VRDNs
                 (Commerzbank AG, Frankfurt

                 LIQ)                                  8,000,000
                 TOTAL                                18,535,000

                 TOTAL INVESTMENTS

                 (AMORTIZED COST) 3                 $537,737,977

</TABLE>

Securities that are subject to Alternative Minimum Tax represent 96.7% of the
portfolio as calculated based upon total portfolio market value.

1 The fund may only invest in securities rated in one of the two highest
short-term rating categories by nationally recognized statistical rating
organizations ("NRSROs") or unrated securities of comparable quality. An NRSRO's
two highest rating categories are determined without regard for sub-categories
and gradations. For example, securities rated SP-1+, SP-1 or SP-2 by Standard &
Poor's, MIG-1 or MIG-2 by Moody's Investors Service, Inc., or F-1+, F-1 or F-2
by Fitch IBCA, Inc. are all considered rated in one of the two highest
short-term rating categories. Securities rated in the highest short-term rating
category (and unrated securities of comparable quality) are identified as First
Tier securities. Securities rated in the second highest short-term rating
category (and unrated securities of comparable quality) are identified as Second
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 or Second Tier security. At
July 31, 1999, the portfolio securities were rated as follows:

Tier Rating based on Total Market Value (unaudited)

<TABLE>

<CAPTION>

FIRST TIER   SECOND TIER
<S>          <C>
96.1%        3.9%

</TABLE>

2 Denotes a restricted security which is subject to restrictions on resale under
federal securities laws. These securities have been deemed liquid based upon
criteria approved by the fund's Board of Trustees. At July 31, 1999, these
securities amounted to $75,835,000 which represents 14.2% of net assets.

3 Also represents cost for federal tax purposes.

Note: The categories of investments are shown as a percentage of net assets
($535,326,079) at July 31, 1999.

The following acronyms are used throughout this portfolio:


AMBAC --American Municipal Bond Assurance Corporation AMT --Alternative Minimum
Tax BANs --Bond Anticipation Notes COL --Collateralized CP --Commercial Paper
EDA --Economic Development Authority EDRB(s) --Economic Development Revenue
Bond(s) FGIC --Financial Guaranty Insurance Company GNMA --Government National
Mortgage Association GTD --Guaranty HFA --Housing Finance Authority IDA
- --Industrial Development Authority IDB --Industrial Development Bond IDC
- --Industrial Development Corporation IDR --Industrial Development Revenue
IDRB(s) --Industrial Development Revenue Bond(s) IFA --Industrial Finance
Authority INS --Insured INV --Investment Agreement LIQ(s) --Liquidity
Agreement(s) LOC --Letter of Credit MBIA --Municipal Bond Investors Assurance
MERLOTS --Municipal Exempt Receipts -- Liquidity Optional Tender Series MMMs
- --Money Market Municipals PCR --Pollution Control Revenue PCFA --Pollution
Control Finance Authority TANs --Tax Anticipation Notes TOBs --Tender Option
Bonds VRDNs --Variable Rate Demand Notes



See Notes which are an integral part of the Financial Statements

Statement of Assets and Liabilities

JULY 31, 1999

<TABLE>

<S>                          <C>               <C>
ASSETS:
Total investments in
securities, at amortized
cost and value                                  $ 537,737,977
Cash                                                  648,853
Income receivable                                   2,934,559
TOTAL ASSETS                                      541,321,389
LIABILITIES:

Payable for investments
purchased                     $ 5,000,528
Payable for shares
redeemed                              220
Income distribution
payable                           927,331
Accrued expenses                   67,231
TOTAL LIABILITIES                                   5,995,310
Net assets for 535,326,079
shares outstanding                              $ 535,326,079
NET ASSET VALUE, OFFERING
PRICE AND REDEMPTION
PROCEEDS PER SHARE
INSTITUTIONAL SHARES:
$354,033,627 / 354,033,627

shares outstanding                                      $1.00

INSTITUTIONAL SERVICE

SHARES:
$106,683,558 / 106,683,558

shares outstanding                                      $1.00

INSTITUTIONAL CAPITAL

SHARES:
$74,608,894 / 74,608,894

shares outstanding                                      $1.00

</TABLE>

See Notes which are an integral part of the Financial Statements

Statement of Operations

PERIOD ENDED JULY 31, 1999 1

<TABLE>

<CAPTION>

<S>                          <C>                <C>               <C>
INVESTMENT INCOME:
Interest                                                           $ 8,668,797

EXPENSES:

Investment advisory fee                          $   516,311
Administrative personnel
and services fee                                     194,649
Custodian fees                                        13,226
Transfer and dividend
disbursing agent fees and
expenses                                              54,311
Directors'/Trustees' fees                              3,313
Auditing fees                                         14,134
Legal fees                                             6,277
Portfolio accounting fees                             58,865
Shareholder services fee--
Institutional Service
Shares                                               101,418
Shareholder services fee--
Institutional Capital
Shares                                                94,200
Share registration costs                              16,073
Printing and postage                                  19,911
Insurance premiums                                    27,245
Miscellaneous                                          5,289
TOTAL EXPENSES                                     1,125,222
WAIVERS:
Waiver of investment
advisory fee                  $  (446,031 )
Waiver of shareholder
services fee--Institutional
Capital Shares                    (56,520 )
TOTAL WAIVERS                                       (502,551 )
Net expenses                                                           622,671
Net investment income                                              $ 8,046,126

</TABLE>

1 The fund has changed its fiscal year-end from January 31 to July 31.

See Notes which are an integral part of the Financial Statements

Statement of Operations

YEAR ENDED JANUARY 31, 1999

<TABLE>

<CAPTION>

<S>                          <C>              <C>                <C>
INVESTMENT INCOME:
Interest                                                            $ 14,557,221
EXPENSES:

Investment advisory fee                          $    803,037
Administrative personnel
and services fee                                      302,822
Custodian fees                                          6,697
Transfer and dividend
disbursing agent fees and
expenses                                               61,219
Directors'/Trustees' fees                               6,315
Auditing fees                                          14,192
Legal fees                                             20,325
Portfolio accounting fees                             106,414
Shareholder services fee--
Institutional Shares                                  672,157
Shareholder services fee--
Institutional Service
Shares                                                157,723
Shareholder services fee--
Institutional Capital
Shares                                                175,081
Share registration costs                               23,701
Printing and postage                                   15,386
Insurance premiums                                     29,162
Miscellaneous                                           1,505
TOTAL EXPENSES                                      2,395,736
WAIVERS:
Waiver of investment
advisory fee                    $  (636,478 )
Waiver of shareholder
services fee--Institutional
Shares                             (672,157 )
Waiver of shareholder
services fee--Institutional
Capital Shares                     (105,514 )
TOTAL WAIVERS                                      (1,414,149 )
Net expenses                                                             981,587
Net investment income                                               $ 13,575,634

</TABLE>

See Notes which are an integral part of the Financial Statements

Statement of Changes in Net Assets

<TABLE>

<CAPTION>

                                   PERIOD
                                    ENDED

                                  JULY 31,           YEAR ENDED JANUARY 31,
                                      1999 1            1999             1998

<S>                        <C>                 <C>              <C>
INCREASE (DECREASE) IN NET

ASSETS
OPERATIONS:

Net investment income       $   8,046,126       $ 13,575,634   $    7,984,661
DISTRIBUTIONS TO

SHAREHOLDERS:

Distributions from net
investment income

Institutional Shares           (5,706,072 )       (9,176,860 )     (7,088,218 )
Institutional Service
Shares                         (1,210,234 )       (2,031,566 )       (424,504 )
Institutional Capital
Shares                         (1,129,820 )       (2,367,208 )       (472,939 )
CHANGE IN NET ASSETS
RESULTING FROM
DISTRIBUTIONS TO

SHAREHOLDERS                   (8,046,126 )      (13,575,634 )     (7,985,661 )
SHARE TRANSACTIONS:
Proceeds from sale of
shares                      3,686,794,227      6,671,442,391    4,261,655,577
Net asset value of shares
issued to shareholders in
payment of distributions
declared                        2,790,181          4,797,681        2,454,015
Cost of shares redeemed    (3,640,523,643 )   (6,466,730,133 ) (4,146,914,995 )
CHANGE IN NET ASSETS
RESULTING FROM SHARE

TRANSACTIONS                   49,060,765        209,509,939      117,194,597
Change in net assets           49,060,765        209,509,939      117,193,597
NET ASSETS:

Beginning of period           486,265,314        276,755,375      159,561,778
End of period               $ 535,326,079      $ 486,265,314  $   276,755,375

</TABLE>

1 The fund has changed its fiscal year-end from January 31 to July 31.

See Notes which are an integral part of the Financial Statements

Financial Highlights-Institutional Shares

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

<TABLE>

<CAPTION>

                                                       PERIOD
                                                        ENDED

                                                     JULY 31,                  YEAR ENDED JANUARY 31,
                                                         1999 1       1999      1998      1997 2      1996          1995
<S>                                                 <C>         <C>        <C>       <C>         <C>            <C>
NET ASSET VALUE, BEGINNING OF PERIOD                   $ 1.00       $ 1.00    $ 1.00    $ 1.00      $ 1.00        $ 1.00
INCOME FROM INVESTMENT OPERATIONS:

Net investment income                                    0.02         0.03      0.04      0.04        0.04          0.03
LESS DISTRIBUTIONS:
Distributions from net investment income                (0.02 )      (0.03 )   (0.04 )   (0.04)      (0.04 )       (0.03 )
Distributions from net realized gains on investments       --         --        --        --         (0.00 )3         --
NET ASSET VALUE, END OF PERIOD                         $ 1.00       $ 1.00    $ 1.00    $ 1.00      $ 1.00        $ 1.00
TOTAL RETURN 4                                           1.59 %       3.53 %    3.68 %    3.56 %      4.03 %        3.04 %

RATIOS TO AVERAGE NET ASSETS:

Expenses 5                                               0.36 %6      0.59 %    0.41 %    0.38 %      0.30 %        0.31 %
Net investment income 5                                  2.99 %6      3.00 %    3.34 %    3.28 %      3.83 %        2.70 %
Expenses (after waivers)                                 0.18 %6      0.18 %    0.18 %    0.18 %      0.18 %        0.15 %
Net investment income (after waivers)                    3.17 %6      3.41 %    3.57 %    3.48 %      3.95 %        2.86 %
SUPPLEMENTAL DATA:

Net assets, end of period (000 omitted)              $354,034     $303,899  $217,838  $159,561    $135,120       $93,595

</TABLE>

1 The fund has changed its fiscal year-end from January 31 to July 31.

2 Federated Investment Management Company, formerly Federated Management, became
the fund's investment adviser on November 15, 1996. Prior to November 15, 1996,
Lehman Brothers Global Asset Management served as the

fund's investment adviser.

3 Amount represents less than ($0.01) per share.

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

5 During the period, certain fees were voluntarily waived. If such voluntary
waivers had not occurred, the ratios would have been as indicated.

6 Computed on an annualized basis.

See Notes which are an integral part of the Financial Statements

Financial Highlights-Institutional Service Shares

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

<TABLE>

<CAPTION>

                                             PERIOD
                                              ENDED

                                           JULY 31,        YEAR ENDED JANUARY 31,
                                               1999 1    1999          1998       1997 2
<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                          0.01        0.03        0.03       0.03
LESS DISTRIBUTIONS:
Distributions from net investment income      (0.01 )     (0.03 )     (0.03 )    (0.03 )
NET ASSET VALUE, END OF PERIOD               $ 1.00      $ 1.00      $ 1.00     $ 1.00
TOTAL RETURN 3                                 1.47 %      3.27 %      3.43 %     3.31 %

RATIOS TO AVERAGE NET ASSETS:

Expenses 4                                     0.61 %5     0.59 %      0.66%      0.64 %
Net investment income 4                        2.80 %5     3.06 %      3.25 %     2.87 %
Expenses (after waivers)                       0.43 %5     0.43 %      0.43 %     0.43 %
Net investment income (after waivers)          2.98 %5     3.22 %      3.48 %     3.08 %
SUPPLEMENTAL DATA:

Net assets, end of period (000 omitted)    $106,684     $67,832     $41,216      $0.30

</TABLE>

1 The fund has changed its fiscal year-end from January 31 to July 31.

2 Federated Investment Management Company, formerly Federated Management, became
the fund's investment adviser on November 15, 1996. Prior to November 15, 1996,
Lehman Brothers Global Asset Management served as the

fund's investment adviser.

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

4 During the period, certain fees were voluntarily waived. If such voluntary
waivers had not occurred, the ratios would have been as indicated.

5 Computed on an annualized basis.

See Notes which are an integral part of the Financial Statements

Financial Highlights-Institutional Capital Shares

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

<TABLE>

<CAPTION>

                                          PERIOD
                                           ENDED

                                        JULY 31,            YEAR ENDED JANUARY 31,
                                            1999 1         1999       1998       1997 2

<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                       0.02           0.03       0.04       0.03
LESS DISTRIBUTIONS:
Distributions from net investment income   (0.02 )        (0.03 )    (0.04)     (0.03 )
NET ASSET VALUE, END OF PERIOD            $ 1.00         $ 1.00     $ 1.00     $ 1.00
TOTAL RETURN 3                              1.53 %         3.40 %     3.56%      3.42 %

RATIOS TO AVERAGE NET ASSETS:

Expenses 4                                  0.63 %5        0.61 %     0.68%      0.65 %
Net investment income 4                     2.67 %5        3.09 %     3.15%      2.55 %
Expenses (after waivers)                    0.30 %5        0.30 %     0.30%      0.30 %
Net investment income (after waivers)       3.00 %5        3.40 %     3.53%      2.90 %
SUPPLEMENTAL DATA:

Net assets, end of period (000 omitted)  $74,609       $114,535     $17,701     $0.30

</TABLE>

1 The fund has changed its fiscal year-end from January 31 to July 31.

2 Federated Investment Management Company, formerly Federated Management, became
the fund's investment adviser on November 15, 1996. Prior to November 15, 1996,
Lehman Brothers Global Asset Management served as the

fund's investment adviser.

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

4 During the period, certain fees were voluntarily waived. If such voluntary
waivers had not occurred, the ratios would have been as indicated.

5 Computed on an annualized basis.

See Notes which are an integral part of the Financial Statements

Notes to Financial Statements

JULY 31, 1999

ORGANIZATION

Money Market Obligations Trust II (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 three portfolios. The
financial statements included herein are only those of Municipal 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 exempt from federal regular income tax consistent with stability of
principal.

The Fund offers three classes of shares: Institutional Shares,
Institutional Service Shares and 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. Investments in other open-end regulated
investment companies are valued at net asset value.

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 provision for federal tax is
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
Board of Trustees (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.

CHANGE IN FISCAL YEAR

The Trust has changed its fiscal year-end from January 31 to July 31.

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 ($0.001 par value) for each
class of shares. At July 31, 1999, capital paid-in aggregated $535,326,079.

Transactions in shares were as follows:

<TABLE>

<CAPTION>

                            PERIOD ENDED

                                 JULY 31,                YEAR ENDED JANUARY 31,
                                     1999 1              1999              1998

<S>                         <C>             <C>                     <C>
INSTITUTIONAL SHARES:
Shares sold                 3,220,798,056       5,212,142,622        3,591,948,985
Shares issued to
shareholders in payment of
distributions declared          1,004,656           1,302,615            1,979,575
Shares redeemed            (3,171,653,273 )    (5,127,376,711 )     (3,535,649,749)
NET CHANGE RESULTING FROM

INSTITUTIONAL

SHARE TRANSACTIONS             50,149,439          86,068,526           58,278,811

<CAPTION>

                            PERIOD ENDED

                                 JULY 31,                YEAR ENDED JANUARY 31,
                                     1999 1              1999              1998

<S>                         <C>             <C>                     <C>
INSTITUTIONAL SERVICE

SHARES:

Shares sold                   217,446,882         422,524,378          251,107,687
Shares issued to
shareholders in payment of
distributions declared          1,080,682           1,503,612              339,358
Shares redeemed              (179,672,680 )      (397,415,401 )       (210,231,259 )
NET CHANGE RESULTING FROM
INSTITUTIONAL SERVICE

SHARE TRANSACTIONS             38,854,884          26,612,589           41,215,786

<CAPTION>

                             PERIOD ENDED

                                 JULY 31,                YEAR ENDED JANUARY 31,
                                     1999 1               1999             1998

<S>                         <C>             <C>                   <C>
INSTITUTIONAL CAPITAL

SHARES:

Shares sold                   248,572,618       1,036,775,391          418,598,905
Shares issued to
shareholders in payment of
distributions declared            704,843           1,991,454              135,082
Shares redeemed              (289,197,690 )      (941,938,021 )       (401,033,987)
NET CHANGE RESULTING FROM
INSTITUTIONAL CAPITAL

SHARE TRANSACTIONS            (39,920,229 )        96,828,824           17,700,000
NET CHANGE RESULTING FROM
SHARE TRANSACTIONS             49,084,094         209,509,939          117,194,597

</TABLE>

1 The Fund has changed its fiscal year-end from January 31 to July 31.

INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

INVESTMENT ADVISORY FEE

Federated Investment Management Company, 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 Company ("FSSC"), the Fund will pay FSSC up to 0.25% of average daily
net assets of the Fund for the period. The fee paid to FSSC is used to finance
certain services for shareholders and to maintain shareholder accounts. FSSC may
voluntarily choose to waive any portion of its fee. FSSC 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 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, 1999, 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 $894,443,000 and $1,237,891,000,
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 Ernst & Young LLP, Independent Auditors

TO THE TRUSTEES AND SHAREHOLDERS OF

MONEY MARKET OBLIGATIONS TRUST II:

We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of the Municipal Obligations Fund (one of the
portfolios constituting the Money Market Obligations Trust II) as of July 31,
1999, and the related statements of operations for the period from February 1,
1999 to July 31, 1999 and for the year ended January 31, 1999, the statements of
changes in net assets for the period from February 1, 1999 to July 31, 1999 and
for each of the two years in the period ended January 31, 1999, and the
financial highlights for each of the periods presented therein. These financial
statements and financial highlights are the responsibility of the Fund'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, 1999, by correspondence with the custodian and brokers or other appropriate
auditing procedures where replies from brokers were not received. 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 the
Municipal Obligations Fund of the Money Market Obligations Trust II at July 31,
1999, and the results of its operations for the period from February 1, 1999 to
July 31, 1999 and for the year ended January 31, 1999, the changes in its net
assets for the period from February 1, 1999 to July 31, 1999 and for each of the
two years in the period ended January 31, 1999, and the financial highlights for
each of the periods presented therein, in conformity with generally accepted
accounting principles.

[Graphic]

Boston, Massachusetts

September 17, 1999

Trustees

JOHN F. DONAHUE

THOMAS G. BIGLEY

JOHN T. CONROY, JR.

NICHOLAS P. CONSTANTAKIS

JOHN F. CUNNINGHAM

J. CHRISTOPHER DONAHUE

LAWRENCE D. ELLIS, M.D.

PETER E. MADDEN

CHARLES F. MANSFIELD, JR.

JOHN E. MURRAY, JR., J.D., S.J.D.

MARJORIE P. SMUTS

JOHN S. WALSH

Officers

JOHN F. DONAHUE

Chairman

J. CHRISTOPHER DONAHUE

President

WILLIAM D. DAWSON, III

Chief Investment Officer

EDWARD C. GONZALES

Executive Vice President

JOHN W. MCGONIGLE

Executive Vice President and Secretary

RICHARD B. FISHER

Vice President

RICHARD J. THOMAS

Treasurer

LESLIE K. ROSS

Assistant Secretary

Mutual funds are not bank deposits or obligations, are not 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 mutual funds involves investment

risk, including the possible loss of principal.

This report is authorized for distribution to prospective investors only when
preceded or accompanied by the fund's prospectus which contains facts concerning
its objective and policies, management fees, expenses, and other information.

 [Graphic]
 Federated

 World-Class Investment Manager

 ANNUAL REPORT

Municipal Obligations Fund

ANNUAL REPORT TO SHAREHOLDERS

JULY 31, 1999

 [Graphic]
 Federated

 Municipal Obligations Fund
 Federated Investors Funds
 5800 Corporate Drive
 Pittsburgh, PA 15237-7000

 1-800-341-7400

 WWW.FEDERATEDINVESTORS.COM

 Federated Securities Corp., Distributor

Cusip 608912309

Cusip 608912101

Cusip 608912200

G01999-01 (9/99)

 [Graphic]



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