Money Market Obligations Trust – ‘DEFS14A’ for 8/5/94

As of:  Monday, 9/12/94   ·   For:  8/5/94   ·   Accession #:  856517-94-20   ·   File #:  811-05950

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Definitive Proxy Solicitation Material — Special Meeting   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFS14A     Form Document                                         31±    85K 

Document Table of Contents

YC201!.doc/48230     1                                          

Reg. No. 33-54703                                                               
811-5950                                                      

SECURITIES AND EXCHANGE COMMISSION                
Washington, D.C.  20549               
PRE-EFFECTIVE AMENDMENT NO. 1 TO FORM N-14                
REGISTRATION STATEMENT                
UNDER               
THE SECURITIES ACT OF 1933                
MONEY MARKET OBLIGATIONS TRUST                
(Exact Name of Registrant as Specified in Charter)                
(412) 288-1900                
(Area Code and Telephone Number)                
Federated Investors Tower               
Pittsburgh, Pennsylvania 15222-3779               
(Address of Principal Executive Offices)                
JOHN W. MCGONIGLE, ESQUIRE                
Federated Investors Tower               
Pittsburgh, Pennsylvania 15222-3779               
(Name and Address of Agent for Service)               

Copies to:                

Thomas J. Donnelly, Esquire    Matthew G. Maloney, Esquire                      
Houston, Houston & Donnelly    Dickstein, Shapiro & Morin, L.L.P.               
2510 Centre City Tower         2101 L Street, N.W.                              
650 Smithfield Street          Washington, D.C.  20037                          
Pittsburgh, Pennsylvania 15222                                                  

Approximate Date of Proposed Public Offering:  As soon as                       
practicable after the effective date of this Registration                       
Statement.                                                                      

Registrant has filed with the Securities and Exchange           
Commission a declaration pursuant to Rule 24f-2 under the                       
Investment Company Act of 1940 that it elects to register an                    
indefinite amount of securities under the Securities Act of 1933                
and filed the Notice required by that Rule for Registrant's most                
recent fiscal year on September 15, 1993.                                       

The Registrant hereby amends this Registration Statement on           
such date or dates as may be necessary to delay its effective                   
date until the Registrant shall file a further amendment which                  
specifically states that this Registration Statement shall                      
thereafter become effective in accordance with Section 8(a) of                  
the Securities Act of 1933, as amended, or until the Registration               
Statement shall become effective on such date as the Securities                 
and Exchange Commission, acting pursuant to said Section 8(a),                  
may determine.                                                                  

CROSS REFERENCE SHEET               
Pursuant to Item 1(a) of Form N-14 Showing Location in                
Prospectus of Information Required by Form N-14               

Item of Part A of Form N-14 and Caption      Caption or Location                
in Prospectus                                                                   
1.                                   Beginning of Registration                  
Statement                                                                       
and Outside Front Cover Page                                                
of Prospectus..........................    Cross Reference                  
Sheet; Cover Page                                                               

2.                                   Beginning and Outside Back                 
Cover                                                                           
Page of Prospectus....................     Table of Contents                

3.                                   Synopsis Information and                   
Risk Factors.                        Summary; Risk Factors                      

4.                                   Information About the                      
          Transaction.....
               Information About the
        Reorganization

5.                                   Information About the                      
          Registrant......
               Information About the
                  Trust, the Portfolio and
  the Fund

6.                                   Information About the                      
 Company
Being Acquired........................     Information About                
                  the Trust, the Portfolio
      and the Fund

7.                                   Voting                                     
                     Information................
                   ....   Voting Information

8.                                   Interest of Certain Persons                
and Experts...........................     Not Applicable                   

9.                                   Additional Information                     
  Required
for Reoffering by Persons Deemed                                            
to be Underwriters....................     Not Applicable                   
AUTOMATED CASH MANAGEMENT TRUST               
Federated Investors Tower               
Pittsburgh, Pennsylvania  15222-3779                

Dear Shareholder:                                                               
The  Board  of Trustees and management of Automated  Cash       

Management Trust (the "Fund") are pleased to submit for your vote               

a  proposal  to  sell all of the Fund's assets to Automated  Cash               

Management  Trust (the "Portfolio"), a portfolio of Money  Market               

Obligations  Trust  (the  "Trust"), a money  market  mutual  fund               

advised by Federated Management.  The Portfolio has an investment               

objective  similar  to  that  of  the  Fund.   As  part  of   the               

transaction, shareholders in the Fund would receive shares in the               

Portfolio equal in value to their shares in the Fund and the Fund               

would be dissolved.                                                             

The  Board  of Trustees of the Fund, as well as Federated       

Management,  the  Fund's adviser, believe the proposed  agreement               

and  plan  of  reorganization is in the best  interests  of  Fund               

shareholders for the following reasons:                                         

--The  Trust  offers  a variety of investment  portfolios       

which invest in money market securities and the reorganization of               

the  Fund  as  a  portfolio of the Trust is expected  to  provide               

operating  efficiencies as a result of the common management  and               

investment   advisory  services  provided  to   each   of   these               

portfolios, including the Portfolio.                                            

--The transaction may result in economies of scale to the       

extent that certain expenses previously borne by the Fund will be               

shared by all of the portfolios of the Trust.                                   

We  believe  the  sale  of  the  Fund's  assets  in  this       

transaction will present an excellent investment opportunity  for               

our  shareholders.  Your vote on the transaction is  critical  to               

its  success.  The sale will be effected only if approved by two-               

thirds of the Fund's outstanding shares on the record date  voted               

in  person  or  represented by proxy.   We  hope  you  share  our               

enthusiasm  and will participate by casting your vote in  person,               

or by proxy if you are unable to attend the meeting.  Please read               

the  enclosed  prospectus/proxy statement  carefully  before  you               

vote.  If you have any questions, please feel free to call us  at               

800-245-5000.                                                                   

Thank you for your prompt attention and participation.          

Sincerely,          

           Automated Cash Management Trust

Glen R. Johnson     
President           

AUTOMATED CASH MANAGEMENT TRUST               
Federated Investors Tower               
Pittsburgh, Pennsylvania 15222-3779               

NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS               

TO SHAREHOLDERS OF AUTOMATED CASH MANAGEMENT TRUST:               
A Special Meeting of Shareholders of Automated Cash Management                  

Trust (the "Fund") will be held at 2:00 p.m. on October 21, 1994                

at the office of the Fund, Federated Investors Tower,  19th                     

Floor, Pittsburgh, Pennsylvania 15222-3779 for the following                    

purposes:                                                                       

1.        To approve or disapprove a proposed Agreement         

and Plan of Reorganization between the Fund and       

Money Market Obligations Trust (the "Trust"), on      

behalf of its portfolio, Automated Cash Management    

Trust (the "Portfolio"), whereby the Trust would      

acquire all of the assets of the Fund in exchange     

for Portfolio shares to be distributed pro rata by    

the Fund to its shareholders in complete liquidation  

and dissolution of the Fund; and                      

2.  To  transact such other business as may properly come       

before the meeting or any adjournment thereof.        

              By Order of the Board of Trustees,

Dated:     August   30,   1994              John   W.   McGonigle               
Secretary                                                                       

Shareholders of record at the close of business August          

23, 1994 are entitled to vote at the meeting.  Whether or not you               

plan to attend the meeting, please sign and return the enclosed                 

proxy card.  Your vote is important.                                            

To secure the largest possible representation and to save       

the expense of further mailings, please mark your proxy card,                   

sign it, and return it in the enclosed envelope, which requires                 

no postage if mailed in the United States.  You may revoke your                 

proxy at any time at or before the meeting or vote in person if                 

you attend the meeting.                                                         

PROSPECTUS/PROXY STATEMENT                
AUGUST 30, 1994               
Acquisition of the Assets of                
AUTOMATED CASH MANAGEMENT TRUST               
Federated Investors Tower               
Pittsburgh, Pennsylvania  15222-3779                
Telephone Number:  1-800-245-5000               
By and in exchange for shares of                
AUTOMATED CASH MANAGEMENT TRUST               
a Portfolio of MONEY MARKET OBLIGATIONS TRUST               
Federated Investors Tower               
Pittsburgh, Pennsylvania  15222-3779                
Telephone Number:  1-800-245-5000               

This Prospectus/Proxy Statement describes the proposed          

Agreement and Plan of Reorganization (the "Plan") whereby Money                 

Market Obligations Trust, a Massachusetts business trust (the                   

"Trust"), on behalf of its portfolio Automated Cash Management                  

Trust (the "Portfolio"), would acquire all of the assets of                     

Automated Cash Management Trust, a Massachusetts business trust                 

(the "Fund"), in exchange for Portfolio shares to be distributed                

pro rata by the Fund to its shareholders in complete liquidation                

and dissolution of the Fund.  As a result of the Plan, each                     

shareholder of the Fund will become the owner of Portfolio shares               

having a total net asset value equal to the total net asset value               

of his or her holdings in the Fund.                                             

The Trust is an open-end management investment company          

which currently includes several portfolios, each of which has                  

its own investment objective.  The Portfolio is a newly-organized               

portfolio of the Trust whose investment objective is stability of               

principal and current income consistent with stability of                       

principal.  The Portfolio pursues this investment objective by                  

investing in a portfolio of money market instruments maturing in                

13 months or less.  The average maturity of money market                        

instruments in the Portfolio's portfolio, computed on a dollar                  

weighted basis, will be 90 days or less.  The Fund has a similar                

investment objective, which it pursues by investing in a                        

portfolio of money market instruments maturing in one year or                   

less.  The average maturity of money market instruments in the                  

Fund's portfolio, computed on a dollar weighted basis, will be 90               

days or less.  Both the Portfolio and the Fund are money market                 

mutual funds which seek to stabilize their offering and                         

redemption prices at $1.00 per share, although there can be no                  

assurance that either the Portfolio or the Fund will be able to                 

do so.  An investment in the Portfolio or Fund is neither insured               

nor guaranteed by the United States government.  For a comparison               

of the investment policies of the Portfolio and the Fund, see                   

"Summary-Investment Objectives and Policies".                                   

This Prospectus/Proxy Statement should be retained for          

future reference.  It sets forth concisely the information about                

the Trust and the Portfolio that a prospective investor should                  

know before investing.  This Prospectus/Proxy Statement is                      

accompanied by the Prospectus of the Portfolio dated August 12,                 

1994 which is incorporated herein by reference.  Statements of                  

Additional Information for the Portfolio dated August 12, 1994                  

(relating to the Portfolio's prospectus of the same date) and                   

August 30, 1994 (relating to this Prospectus/Proxy Statement)                   

containing additional information have been filed with the                      

Securities and Exchange Commission and are incorporated herein by               

reference.  Copies of the Statements of Additional Information                  

may be obtained without charge by writing or calling the Trust at               

the address and telephone number shown above.                                   

INVESTMENTS IN BOTH THE PORTFOLIO AND THE FUND ARE NOT INSURED OR               
GUARANTEED BY THE U.S. GOVERNMENT.  AN INVESTMENT IN THE                        
PORTFOLIO OR THE FUND INVOLVES A POSSIBLE LOSS OF PRINCIPAL.                    
BOTH THE PORTFOLIO AND THE FUND ATTEMPT TO MAINTAIN A STABLE NET                
ASSET VALUE OF $1.00 PER SHARE; THERE CAN BE NO ASSURANCE THAT                  
THEY WILL BE ABLE TO DO SO.                                                     

THE SHARES OFFERED BY THIS PROSPECTUS/PROXY STATEMENT ARE NOT                   
DEPOSITS OR OBLIGATIONS OF ANY BANK, ARE NOT ENDORSED OR                        
GUARANTEED BY ANY BANK, AND ARE NOT INSURED BY THE FEDERAL                      
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY                
OTHER GOVERNMENT AGENCY.                                                        

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

TABLE OF CONTENTS               

Summary..........................................................               
......                                                      11                  
Risk                                                                            
Factors..........................................................               
.                                                           17                  
Information About the                                                           
Reorganization...................................           18                  
Information About the Trust, the Portfolio and the                              
Fund................                                        24                  
Voting                                                                          
Information.....................................................                
26                                                                              
SUMMARY               
About the Proposed Reorganization                                               

The Board of Trustees of Automated Cash Management Trust        

(the "Fund") has voted to recommend to shareholders of the Fund                 

the approval of an Agreement and Plan of Reorganization (the                    

"Plan") whereby Money Market Obligations Trust, a Massachusetts                 

business trust (the "Trust"), on behalf of its portfolio,                       

Automated Cash Management Trust (the "Portfolio"), would acquire                

all of the assets of the Fund in exchange for Portfolio shares to               

be distributed pro rata by the Fund to its shareholders in                      

complete liquidation and dissolution of the Fund (the                           

"Reorganization").  As a result of the Reorganization, each                     

shareholder of the Fund will become the owner of Portfolio shares               

having a total net asset value equal to the total net asset value               

of his or her holdings in the Fund on the date of the                           

Reorganization, i.e., the Closing Date.  Neither Fund nor                       

Portfolio shareholders currently have any exchange rights.                      

As a condition to the Reorganization transactions, the          

Trust and the Fund will receive an opinion of counsel that the                  

Reorganization will be considered a tax-free "reorganization"                   

under applicable provisions of the Internal Revenue Code so that                

no gain or loss will be recognized by either the Trust or the                   

Fund or their shareholders.  The tax cost basis of the Portfolio                

shares received by Fund shareholders will be the same as the tax                

cost basis of their shares in the Fund.                                         

After the acquisition is completed, the Fund will               

dissolve and deregister as an investment company under the                      

Investment Company Act of 1940 (the "1940 Act").                                

Investment Objectives and Policies                                              

The investment objective of the Portfolio is stability of       

principal and current income consistent with stability of                       

principal.  The Portfolio pursues its investment objective by                   

investing in a portfolio of money market instruments maturing in                

13 months or less.  The average maturity of money market                        

instruments in the Portfolio's portfolio, computed on a dollar                  

weighted basis, will be 90 days or less.  This investment                       

objective and the Portfolio's fundamental investment policies may               

not be changed without the approval of shareholders.                            

The investment objective of the Fund is identical to that       

of the Portfolio.  The Fund pursues its investment strategy by                  

investing in a portfolio of money market instruments maturing in                

one year or less.  The average maturity of money market                         

instruments in the Fund's portfolio, computed on a dollar                       

weighted basis, will be 90 days or less.  This investment                       

objective and the Fund's fundamental investment policies may not                

be changed without the approval of shareholders.                                

The money market instruments in which the Fund and the          

Portfolio invest must either be rated in the highest short-term                 

rating categories by one or more nationally recognized                          

statistical rating organizations or, if not rated, be of                        

comparable quality to securities having such ratings.                           

Both the Portfolio and the Fund are subject to certain          

investment limitations.  For the Portfolio, these include                       

investment limitations which prohibit it from (1) borrowing money               

directly or through reverse repurchase agreements or pledging                   

securities except that, under certain circumstances, the                        

Portfolio may borrow up to one-third of the value of its total                  

assets and pledge up to 10% of the value of those assets to                     

secure such borrowings; or (2) investing more than 5% of its                    

total assets in securities of issuers that have records of less                 

than three years of continuous operations.  The Fund has the                    

investment limitations listed above and also has the following                  

additional limitation: with respect to 75% of its total assets,                 

purchasing securities issued by any one banking institution,                    

including repurchase agreements secured by certificates of                      

deposit, having a value of more than 15% of the Portfolio's total               

assets.                                                                         

Reference is hereby made to the Portfolio's Prospectus          

and Statement of Additional Information, each dated August 12,                  

1994, and to the Fund's Prospectus and Statement of Additional                  

Information, each dated June 30, 1994, which set forth in full                  

the investment objectives and policies and investment limitations               

of each of the Portfolio and the Fund.                                          

Advisory and Other Fees                                                         

The annual investment advisory fee for each of the              

Portfolio and the Fund is 0.50 of 1% of the Portfolio's or the                  

Fund's, as applicable, average daily net assets.  Under the                     

investment advisory contract, Federated Management, the                         

investment adviser to the Portfolio (the "Adviser"), will                       

voluntarily waive some or all of its advisory fee to the extent                 

that specified operating expenses exceed a certain percentage of                

its average daily net assets.  This does not include                            

reimbursement to the Portfolio of any expenses incurred by                      

shareholders who use the transfer agent's subaccounting                         

facilities.  This agreement to waive fees may be terminated by                  

the Adviser at any time in its sole discretion.  The Adviser has                

also undertaken to reimburse the Portfolio for operating expenses               

in excess of limitations established by certain states.  The                    

Adviser, which also serves as investment adviser to the Fund, has               

similarly voluntarily undertaken to waive some or all of its                    

advisory fee and undertaken to reimburse the Fund for operating                 

expenses in excess of limitations established by certain states,                

but may likewise terminate such waivers at any time in its sole                 

discretion.  Without such waiver or reimbursement, the expense                  

ratio of each of the Portfolio and the Fund would be higher by                  

0.30 and 0.32 of 1%, respectively, of average daily net assets.                 

Federated Administrative Services, an affiliate of the          

Adviser, provides certain administrative personnel and services                 

necessary to operate the Portfolio at an annual rate based upon                 

the average aggregate daily net assets of all funds advised by                  

the Adviser and its affiliates.  The rate charged is 0.15 of 1%                 

of the first $250 million of all such funds' average aggregate                  

daily net assets, 0.125 of 1% on the next $250 million, 0.10 of                 

1% on the next $250 million and 0.075 of 1% of all such funds'                  

average aggregate daily net assets in excess of $750 million,                   

with a minimum annual fee per portfolio of $125,000 plus $30,000                

for each additional class of such portfolio.  Federated                         

Administrative Services may choose voluntarily to waive a portion               

of its fee.  Federated Administrative Services also provides                    

personnel and services to the Fund at identical rates.  The                     

administrative fee expense for the Fund's most recent fiscal year               

was 0.07 of 1% of its average aggregate daily net assets.  The                  

Portfolio estimates that its administrative fee expense for the                 

current fiscal year will be 0.07 of 1% of its average aggregate                 

daily net assets.                                                               

The Portfolio has a Shareholder Services Plan under which       

it may make payments of up to 0.25 of 1% of the average daily net               

asset value of the Portfolio to obtain certain services for                     

shareholders and the maintenance of shareholder accounts.  The                  

Portfolio has entered into a Shareholder Services Agreement                     

pursuant to which Federated Shareholder Services, an affiliate of               

the Adviser, will either perform shareholder services directly or               

will select certain financial institutions to perform such                      

services.  The Fund has an identical agreement with Federated                   

Shareholder Services.                                                           

The maximum total annual operating expenses for the             

Portfolio is expected to be 0.57% of average daily net assets and               

would be 0.87% of average daily net assets absent the voluntary                 

waiver by the Adviser of a portion of the investment advisory                   

fee.  The maximum total annual operating expenses for the Fund is               

expected to be 0.57% of average daily net assets and would be                   

0.89% of average daily net assets absent the voluntary waiver by                

the Adviser of a portion of the investment advisory fee.                        

Distribution Arrangements                                                       

Federated Securities Corp. ("FSC") is the principal             

distributor for shares of the Portfolio and has been the                        

principal distributor for shares of the Fund as well.  Neither                  

the Portfolio nor the Fund have a Rule 12b-1 plan in effect and,                

accordingly, do not, nor does FSC, compensate brokers and dealers               

for sales and administrative services performed in connection                   

with sales of Portfolio or Fund shares pursuant to a plan of                    

distribution adopted pursuant to Rule 12b-1.                                    

Purchase and Redemption Procedures                                              

The transfer agent and dividend disbursing agent for each       

of the Portfolio and the Fund is Federated Services Company.                    

Procedures for the purchase and redemption of Portfolio shares                  

are identical to procedures applicable to the purchase and                      

redemption of Fund shares.  Any questions about such procedures                 

may be directed to, and assistance in effecting purchases or                    

redemptions of Portfolio shares may be obtained from, FSC,                      

principal distributor for each of the Portfolio and the Fund, at                

800-245-5000.                                                                   

Reference is made to the Prospectus of the Portfolio            

dated August 12, 1994, and the Prospectus of the Fund dated                     

June 30, 1994 for a complete description of the purchase and                    

redemption procedures applicable to purchases and redemptions of                

Portfolio and Fund shares, respectively, each of which is                       

incorporated herein by reference thereto.  Set forth below is a                 

brief listing of the significant purchase and redemption                        

procedures of each of the Portfolio and the Fund.                               

Purchases of shares may be made by wire or by check.  The       

minimum initial investment in each of the Portfolio and the Fund                

is $25,000; however, an account may be opened with a smaller                    

amount as long as the $25,000 minimum is reached within 90 days.                

All accounts maintained by an institutional investor will be                    

combined together to determine whether such minimum investment                  

requirement is met.                                                             

The net asset value is calculated at 12:00 noon (Eastern        

time), 3:00 p.m. (Eastern time) and 4:00 p.m. (Eastern time), on                

each day on which the Portfolio and the Fund compute their net                  

asset values.  Purchase orders received by wire before 3:00 p.m.                

(Eastern time) begin earning dividends that day.  Purchase orders               

received by check begin earning dividends on the day after the                  

check is converted into federal funds, which normally occurs one                

day after receipt by the Portfolio's and the Fund's transfer                    

agent's bank, State Street Bank.                                                

Redemptions may be made by telephone, by writing a check        

or by mailing a written request.  Shares are redeemed at their                  

net asset value next determined after the redemption request is                 

received.  Proceeds will be distributed by wire or check.                       

Shareholders who have established a checking account for                        

redeeming fund shares will receive cancelled checks each month.                 

Checks may not be written to close an account.                                  

Tax Consequences                                                                

As a condition to the Reorganization transactions, the          

Trust and the Fund will receive an opinion of counsel that the                  

Reorganization will be considered a tax-free "reorganization"                   

under applicable provisions of the Internal Revenue Code so that                

no gain or loss will be recognized by either the Trust or the                   

Fund or their shareholders.  The tax cost basis of the Portfolio                

shares received by Fund shareholders will be the same as the tax                

cost basis of their shares in the Fund.                                         

RISK FACTORS                                                                    

Investments in the Portfolio and the Fund are not insured       

and are not guaranteed by the United States government.                         

Investment in the Portfolio is subject to certain risks which are               

set forth in the Portfolio's Prospectus dated August 12, 1994 and               

the Statement of Additional Information dated August 12, 1994 and               

incorporated herein by reference thereto.  Briefly, these risks                 

include, but are not limited to, the ability of the issuers of                  

securities owned by the Portfolio to meet their obligations for                 

the payment of principal and interest when due or to repurchase                 

such securities as previously agreed, actions by foreign                        

governments which have adverse consequences on the ability of                   

issuers to do so, international economic and political                          

developments, difficulties in obtaining or enforcing a judgment                 

against a foreign issuing bank and the possible impact of                       

interruptions in the flow of international currency transactions.               

Investment in the Fund carries identical risks, as more fully                   

described in the Fund's Prospectus dated June 30, 1994 and the                  

Statement of Additional Information dated June 30, 1994.                        

INFORMATION ABOUT THE REORGANIZATION                                            
Background and Reasons for the Proposed Reorganization                          

The Fund was established as a Massachusetts business            

trust in 1981 for the primary purpose of providing shareholders                 

with the opportunity to take advantage of the economies and                     

higher yields available to large investors such as the Fund.                    

Although the Board of Trustees of the Fund has been satisfied                   

with the Fund's performance, it, and the Adviser to the Fund,                   

believe that the management structure can be simplified and                     

economies of scale possibly achieved by reorganizing the Fund as                

a portfolio of the Trust rather than remaining as a separate                    

entity.  Accordingly, the Adviser has recommended to the Trustees               

of the Trust that the Portfolio be organized for the purpose of                 

acquiring the Fund's assets and thereby reorganizing the Fund as                

a portfolio of the Trust.  The Adviser similarly recommended to                 

the Trustees of the Fund that its assets be transferred to the                  

Trust, on behalf of the Portfolio, in order to reorganize it as a               

separate portfolio of the Trust.  In connection with this                       

proposal, the Adviser emphasized the common advisory services                   

provided by the Adviser to the Fund and the Trust, the similar                  

investment objectives and policies of the Fund and the Portfolio                

and the administrative convenience and simplification of                        

management achievable by operating the Fund as a portfolio of the               

Trust which has several money market portfolios, each of which is               

designed for specific types of investments.  The Trust currently                

includes the following portfolios:  Automated Cash Management                   

Trust, Government Obligations Fund, Prime Obligations Fund, Tax-                

Free Obligations Fund and Treasury Obligations Fund.  Information               

concerning each of these portfolios may be obtained by contacting               

FSC, the principal distributor for each portfolio of the Trust,                 

at the address or telephone number set forth on the cover page of               

this Prospectus/Proxy Statement.                                                

The Fund's Board of Trustees concluded that                     

reorganization of the Fund as a portfolio of the Trust could                    

provide for operating efficiencies and economies of scale.  The                 

Fund's Trustees also noted that Fund shareholders would continue                

to receive the same quality investment management services from                 

the Adviser as shareholders of the Portfolio.  The Fund's Board                 

of Trustees, including a majority of the independent Trustees,                  

additionally determined that participation in the Reorganization                

is in the best interests of the Fund and that the interests of                  

the Fund shareholders would not be diluted as a result of its                   

effecting the Reorganization.  Based upon the foregoing                         

considerations, and the fact that shareholders of the Fund will                 

not suffer any adverse tax consequences as a result of the                      

Reorganization, the Board of Trustees of the Fund unanimously                   

voted to approve, and recommend to Fund shareholders the approval               

of, the Reorganization.                                                         

The Trustees of the Trust, including the independent            

Trustees, have unanimously concluded that consummation of the                   

Reorganization is in the best interests of the Trust and the                    

shareholders of the Portfolio and that the interests of Portfolio               

shareholders would not be diluted as a result of effecting the                  

Reorganization and have unanimously approved the Plan.                          

Description of the Plan of Reorganization                                       

The Plan provides that the Trust, on behalf of the              

Portfolio, will acquire all of the assets, and assume all of the                

liabilities, of the Fund in exchange for Portfolio shares to be                 

distributed pro rata by the Fund to its shareholders in complete                

liquidation and dissolution of the Fund on or about October 28,                 

1994 (the "Closing Date").  Because both the Portfolio and the                  

Fund seek to maintain a constant net asset value of $1.00 per                   

share, it is expected that Fund shareholders will receive the                   

same number of shares in the Portfolio as they held in the Fund                 

immediately prior to the Closing Date.  Shareholders of the Fund                

will become shareholders of the Portfolio as of 4:00 p.m.                       

(Eastern time) on the Closing Date and will begin accruing                      

dividends on the next day.  Shareholders of the Fund will earn                  

their last dividend from the Fund on the Closing Date.                          

Consummation of the Reorganization is subject to the            

conditions set forth in the Plan, including receipt of an opinion               

in form and substance satisfactory to the Fund and the Trust, on                

behalf of the Portfolio, as described under the caption "Federal                

Income Tax Consequences" below.  The Plan may be terminated and                 

the Reorganization may be abandoned at any time before or after                 

approval by shareholders of the Fund prior to the Closing Date by               

either party if it believes that consummation of the                            

Reorganization would not be in the best interests of its                        

shareholders.                                                                   

The Adviser is responsible for the payment of all               

expenses of the Reorganization incurred by either party, whether                

or not the Reorganization is consummated.  Such expenses include,               

but are not limited to, legal fees, registration fees, transfer                 

taxes (if any), the fees of banks and transfer agents and the                   

costs of preparing, printing, copying and mailing proxy                         

solicitation materials to the Fund's shareholders and the costs                 

of holding the Special Meeting of Shareholders.                                 

The foregoing description of the Plan entered into              

between the Trust, on behalf of the Portfolio, and the Fund is                  

qualified in its entirety by the terms and provisions of the                    

Plan, a copy of which is attached hereto as Exhibit A and                       

incorporated herein by reference thereto.                                       

Description of Portfolio Shares                                                 

Shares of the Portfolio to be issued to shareholders of         

the Fund under the Plan will be fully paid and nonassessable when               

issued and transferable without restriction and will have no                    

preemptive or conversion rights.  Reference is hereby made to the               

Prospectus of the Portfolio dated August 12, 1994 provided                      

herewith for additional information about Portfolio shares.                     

Federal Income Tax Consequences                                                 

As a condition to the Reorganization transactions, the          

Trust, on behalf of the Portfolio, and the Fund will receive an                 

opinion from Dickstein, Shapiro & Morin, L.L.P., counsel to the                 

Trust and the Fund, to the effect that, on the basis of the                     

existing provisions of the Internal Revenue Code of 1986, as                    

amended (the "Code"), current administrative rules and court                    

decisions, for federal income tax purposes:  (1) the                            

Reorganization as set forth in the Plan will constitute a tax-                  

free reorganization under section 368(a)(1)(F) of the Code;                     

(2) no gain or loss will be recognized by the Portfolio upon its                

receipt of the Fund's assets in exchange for Portfolio shares;                  

(3) no gain or loss will be recognized by the Fund upon the                     

transfer of its assets to the Portfolio in exchange for Portfolio               

shares or upon the distribution (whether actual or constructive)                

of the Portfolio shares to the Fund shareholders in exchange for                

their shares of the Fund; (4) no gain or loss will be recognized                

by shareholders of the Fund upon exchange of their Fund shares                  

for Portfolio shares; (5) the holding period and tax basis for                  

the Fund's assets acquired by the Portfolio will be the same as                 

the holding period and the tax basis to the Fund immediately                    

prior to the Reorganization; (6) the holding period of Portfolio                

shares received by shareholders of the Fund pursuant to the Plan                

will be the same as the holding period of Fund shares held by                   

such shareholders immediately prior to the Reorganization,                      

provided the Fund shares were held as capital assets on the date                

of the Reorganization; and (7) the tax basis of Portfolio shares                

received by shareholders of the Fund pursuant to the Plan will be               

the same as the tax basis of Fund shares held by such                           

shareholders immediately prior to the Reorganization.                           

Comparative Information on Shareholder Rights and Obligations                   

Each of the Trust and the Fund is organized as a business       

trust pursuant to a Declaration of Trust under the laws of the                  

Commonwealth of Massachusetts.  The rights of shareholders of the               

Trust and shareholders of the Fund as set forth in the applicable               

Declaration of Trust and Bylaws are identical.  Set forth below                 

is a brief summary of the significant rights of shareholders of                 

the Portfolio and of the Fund.                                                  

Neither the Trust nor the Fund are required to hold             

annual meetings of shareholders.  Shareholder approval is                       

necessary only for certain changes in operations or the election                

of trustees under certain circumstances.  A special meeting of                  

shareholders of either the Trust or the Fund for any permissible                

purpose shall be called by the Trustees upon the written request                

of the holders of at least 10% of the outstanding shares of the                 

Trust or the Fund, as the case may be.  Each share of the                       

Portfolio and of the Fund is entitled to one vote.  All shares of               

the Trust have equal voting rights except that only shares of the               

Portfolio are entitled to vote on matters only affecting the                    

Portfolio.                                                                      

Under certain circumstances, shareholders of the                

Portfolio may be held personally liable as partners under                       

Massachusetts law for obligations of the Trust.  To protect its                 

shareholders, the Portfolio has filed legal documents with the                  

Commonwealth of Massachusetts that expressly disclaim the                       

liability of its shareholders for such acts or obligations of the               

Portfolio.  These documents require that notice of this                         

disclaimer be given in each agreement, obligation or instrument                 

that the Portfolio or its trustees enter into or sign.                          

In the unlikely event a shareholder is held personally          

liable for the Portfolio's obligations, the Portfolio is required               

to use its property to protect or compensate the shareholder.  On               

request, the Portfolio will defend any claim made and pay any                   

judgment against a shareholder for any act or obligation of the                 

Portfolio.  Therefore, financial loss resulting from liability as               

a shareholder will occur only if the Portfolio cannot meet its                  

obligations to indemnify shareholders and pay judgments against                 

them from the assets of the Portfolio.                                          

Shareholders of the Fund have the same potential                

liability under Massachusetts law.                                              

Capitalization                                                                  

The following table sets forth the capitalization of the        

Portfolio and the Fund as of August 23, 1994 and on a pro forma                 

basis as of that date:                                                          

Portfolio      Fund           Pro Forma Combined  
Net Assets          $100           $1,040,458,573                               
$1,040,458,673                                                                  
Price Per Share     $1.00               $1.00               $1.00               

INFORMATION ABOUT THE TRUST, THE                
PORTFOLIO AND THE FUND                
Automated Cash Management Trust, a portfolio of Money Market                    

Obligations Trust                                                               

Information about the Trust and the Portfolio is                

contained in the Portfolio's current Prospectus dated August 12,                

1994, a copy of which is included herewith and incorporated by                  

reference herein.  Additional information about the Trust and the               

Portfolio is included in the Portfolio's Statement of Additional                

Information dated August 12, 1994, which is incorporated herein                 

by reference.  Copies of the Statement of Additional Information,               

which has been filed with the Securities and Exchange Commission                

(the "SEC"), may be obtained without charge by contacting the                   

Trust at 1-800-245-5000 or by writing the Trust at Federated                    

Investors Tower, Pittsburgh, PA 15222-3779.  The Trust, on behalf               

of the Portfolio, is subject to the informational requirements of               

the Securities Act of 1933 (the "1933 Act"), the Securities                     

Exchange Act of 1934 (the "1934 Act") and the 1940 Act and in                   

accordance therewith files reports and other information with the               

SEC.  Reports, proxy and information statements and other                       

information filed by the Trust, on behalf of the Portfolio, can                 

be obtained by calling or writing the Trust and can also be                     

inspected and copied by the public at the public reference                      

facilities maintained by the SEC in Washington, D.C. located at                 

Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and at                

certain of its regional offices located at Suite 1400,                          

Northwestern Atrium Center, 500 West Madison Street, Chicago, IL                

60661 and 13th Floor, Seven World Trade Center, New York, NY                    

10048.  Copies of such material can be obtained at prescribed                   

rates from the Public Reference Branch, Office of Consumer                      

Affairs and Information Services, SEC, 450 Fifth Street, N.W.,                  

Washington, D.C. 20549.                                                         

This Prospectus/Proxy Statement, which constitutes part         

of a Registration Statement filed by the Trust, on behalf of the                

Portfolio, with the SEC under the 1933 Act, omits certain of the                

information contained in the Registration Statement.  Reference                 

is hereby made to the Registration Statement and to the exhibits                

thereto for further information with respect to the Trust, the                  

Portfolio and the shares offered hereby.  Statements contained                  

herein concerning the provisions of documents are necessarily                   

summaries of such documents, and each such statement is qualified               

in its entirety by reference to the copy of the applicable                      

documents filed with the SEC.                                                   

Automated Cash Management Trust                                                 

Information about the Fund is contained in the Fund's           

current Prospectus dated June 30, 1994 and its Statement of                     

Additional Information dated June 30, 1994, which are                           

incorporated herein by reference.  Copies of such Prospectus and                

Statements of Additional Information may be obtained without                    

charge from the Trust by calling 1-800-245-5000 or by writing to                

the Trust at Federated Investors Tower, Pittsburgh, PA 15222-                   

3779.  The Fund is subject to the informational requirements of                 

the 1933 Act, the 1934 Act and the 1940 Act and in accordance                   

therewith files reports and other information with the SEC.                     

Reports, proxy and information statements and other information                 

filed by the Fund can be obtained by calling or writing the Fund                

and can also be inspected at the public reference facilities                    

maintained by the SEC or obtained at prescribed rates at the                    

addresses listed in the previous section.                                       

VOTING INFORMATION                                                              
This Prospectus/Proxy Statement is furnished in                 

connection with the solicitation by the Board of Trustees of the                

Fund of proxies for use at the Special Meeting of Shareholders                  

(the "Meeting") to be held on October 21, 1994 and at any                       

adjournment thereof.  The proxy confers discretionary authority                 

on the persons designated therein to vote on other business not                 

currently contemplated which may properly come before the                       

Meeting.  A proxy, if properly executed, duly returned and not                  

revoked, will be voted in accordance with the specifications                    

thereon; if no instructions are given, such proxy will be voted                 

in favor of the Plan.  A shareholder may revoke a proxy at any                  

time prior to use by filing with the Secretary of the Fund an                   

instrument revoking the proxy, by submitting a proxy bearing a                  

later date or by attending and voting at the Meeting.                           

The cost of the solicitation, including the printing and        

mailing of proxy materials, will be borne by the Adviser.  In                   

addition to solicitations through the mails, proxies may be                     

solicited by officers, employees and agents of the Fund and the                 

Adviser at no additional cost to the Fund.  Such solicitations                  

may be by telephone.  The Adviser will reimburse custodians,                    

nominees and fiduciaries for the reasonable costs incurred by                   

them in connection with forwarding solicitation materials to the                

beneficial owners of shares held of record by such persons.                     

Outstanding Shares and Voting Requirements                                      

The Board of Trustees of the Fund has fixed the close of        

business on August 23, 1994 as the record date for the                          

determination of shareholders entitled to notice of and to vote                 

at the Special Meeting of Shareholders and any adjournment                      

thereof.  As of the record date, there were 1,040,458,573 shares                

of the Fund outstanding.  Each Fund share is entitled to one vote               

and fractional shares have proportionate voting rights.  On the                 

record date, Stephens Inc. owned of record 62,365,865 shares, or                

6.0%, and State Street Bank and Trust Company owned of record                   

85,481,924 shares, or 8.2% of the Fund's outstanding shares and                 

will own the same number of shares of the Portfolio after the                   

consummation of the Reorganization if no further purchases or                   

redemptions are made by such shareholders.  On such date, no                    

other person owned of record, or to the knowledge of the Adviser,               

beneficially owned, 5% or more of the Fund's outstanding shares.                

On the record date, the trustees and officers of the Fund as a                  

group owned less than 1% of the outstanding shares of the Fund.                 

As of the record date, there were 100 shares of the             

Portfolio outstanding all of which were owned by the Adviser.                   

Approval of the Plan requires the affirmative vote of two-      

thirds of the outstanding shares of the Fund.  The votes of                     

shareholders of the Portfolio are not being solicited since their               

approval is not required in order to effect the Reorganization.                 

One-fourth of the outstanding shares of the Fund,               

represented in person or by proxy, will be required to constitute               

a quorum at the Special Meeting for the purpose of voting on the                

proposed Reorganization.  For purposes of determining the                       

presence of a quorum, shares represented by abstentions and                     

"broker non-votes" will be counted as present, but not as votes                 

cast, at the Special Meeting.  Under the Fund's Declaration of                  

Trust, the approval of any action submitted to shareholders is                  

determined on the basis of a specified percentage of votes                      

entitled to be cast at the Special Meeting.  Under the 1940 Act,                

however, matters subject to the requirements of the 1940 Act,                   

including the Reorganization, are determined on the basis of a                  

percentage of votes present at the Special Meeting, which would                 

have the effect of treating abstentions and "broker non-votes" as               

if they were votes against the proposal.                                        

Dissenter's Right of Appraisal                                                  

Shareholders of the Fund objecting to the Reorganization        

have no appraisal rights under the Fund's Declaration of Trust or               

Massachusetts law.  Under the Plan, if approved by Fund                         

shareholders, each Fund shareholder will become the owner of                    

Portfolio shares having a total net asset value equal to the                    

total net asset value of his or her holdings in the Fund at the                 

Closing Date.                                                                   

Other Matters                                                                   

Management of the Fund knows of no other matters that may       

properly be, or which are likely to be, brought before the                      

meeting.  However, if any other business shall properly come                    

before the meeting, the persons named in the proxy intend to vote               

thereon in accordance with their best judgment.                                 

So far as management is presently informed, there is no         

litigation pending or threatened against the Trust.                             

Whether or not shareholders expect to attend the meeting,       

all shareholders are urged to sign, fill in and return the                      

enclosed proxy form promptly.                                                   

STATEMENT OF ADDITIONAL INFORMATION               
August 30, 1994               

Acquisition of the assets of                
AUTOMATED CASH MANAGEMENT TRUST               
Federated Investors Tower               
Pittsburgh, Pennsylvania  15222-3779                
Telephone Number:  1-800-245-5000               
By and in exchange for shares of                
AUTOMATED CASH MANAGEMENT TRUST,                
a portfolio of MONEY MARKET OBLIGATIONS TRUST               
Federated Investors Tower               
Pittsburgh, Pennsylvania  15222-3779                
Telephone Number:  1-800-245-5000               
This Statement of Additional Information dated August 30,       

1994 is not a prospectus.  A Prospectus/Proxy Statement dated                   

August 30, 1994 related to the above-referenced matter may be                   

obtained from Money Market Obligations Trust, on behalf of its                  

portfolio, Automated Cash Management Trust, Federated Investors                 

Tower, Pittsburgh, Pennsylvania 15222-3779.  This Statement of                  

Additional Information should be read in conjunction with such                  

Prospectus/Proxy Statement.                                                     

TABLE OF CONTENTS                                                               

1.      Statement of Additional Information of  Automated       

Cash  Management  Trust, a portfolio of Money Market  Obligations               

Trust, dated August 12, 1994.                                                   

2.      Statement of Additional Information of  Automated       

Cash Management Trust, dated June 30, 1994                                      

3.      Financial Statements of Automated Cash Management       

Trust, a portfolio of Money Market Obligations Trust, dated  July               

15, 1994                                                                        

4.      Financial Statements of Automated Cash Management       

Trust dated April 30, 1994                                                      

The Statement of Additional Information of Automated Cash       

Management Trust (the "Portfolio"), a portfolio of Money Market                 

Obligations Trust (the "Trust"), dated August 12, 1994, is                      

incorporated herein by reference to Post-Effective Amendment No.                

10 to the Trust's Registration Statement on Form N-1A (File No.                 

33-31602) which was filed with the Securities and Exchange                      

Commission on or about August 12, 1994.                                         

The Statement of Additional Information of Automated Cash       

Management Trust (the "Fund") dated June 30, 1994 is incorporated               

herein by reference to Post-Effective Amendment No. 8 to the                    

Fund's Registration Statement on Form N-1A (File No. 2-75367)                   

which was filed with the Securities and Exchange Commission on or               

about June 30, 1994.  A copy may be obtained from the Trust at                  

Federated Investors Tower, Pittsburgh, PA 15222-3279.  Telephone                

Number:  1-800-245-5000.                                                        

The audited financial statements of the Portfolio dated         

July 15, 1994 are incorporated herein by reference to the                       

Portfolio's Prospectus dated August 12, 1994 which was filed with               

the Securities and Exchange Commission in Post-Effective                        

Amendment No. 10 to the Trust's Registration Statement on Form N-               

1A (File No. 33-31602) on or about August 12, 1994.                             

The audited financial statements of the Fund dated April        

30, 1994 are incorporated herein by reference to the Fund's                     

Prospectus dated June 30, 1994 which was filed with the                         

Securities and Exchange Commission in Post-Effective Amendment                  

No. 20 to the Fund's Registration Statement on Form N-1A (File                  

No. 2-75367) on or about June 21, 1994.                                         

Pro forma financial statements are not included herein as       

the total capitalization of the Portfolio is insignificant and,                 

accordingly, such pro forma statements would not materially                     

differ from the financial statements of the Fund.  The Fund is                  

considered to be the accounting survivor of the transaction,                    

therefore, the performance history of the Fund prior to the                     

Reorganization will be useful for historical comparative                        

purposes. Shareholders may obtain without charge a copy of the                  

most recent annual and semi-annual reports of the Fund which                    

contain, respectively, audited and unaudited financial statements               

of the Fund by writing the address shown above or calling the                   

Trust at 1-800-245-5000.                                                        

AUTOMATED CASH MANAGEMENT TRUST                                                 
FEDERATED INVESTORS TOWER                                                       
PITTSBURGH PA 15222-3779                                                        

AUTOMATED CASH MANAGEMENT TRUST                                                 
CUSIP NO. 052903101                                                             
FOR SPECIAL MEETING OF SHAREHOLDERS OCTOBER 21, 1994                            

KNOW ALL PERSONS BY THESE PRESENTS that the undersigned                         
shareholders of Automated Cash Management Trust hereby appoint                  
Robert C. Rosselot, Patricia Conner, Mason Douglas, Carol                       
Kayworth, and Suzanne W. Land, or any of them true and lawful                   
attorneys, with power of substitution of each, to vote all shares               
of Automated Cash Management Trust, which the undersigned is                    
entitled to vote, at the Special Meeting of Shareholders to be                  
held on October 21, 1994, at Federated Investors Tower,                         
Pittsburgh, Pennsylvania, at 2:00 p.m. (Eastern Time) and at any                
adjournment thereof.                                                            

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES.  The                
attorneys named will vote the shares represented by this proxy in               
accordance with the choices made on this card.  IF NO CHOICE IS                 
INDICATED AS TO ANY ITEM, THIS PROXY WILL BE VOTED AFFIRMATIVELY                
ON THAT MATTER.                                                                 

Discretionary authority is hereby conferred as to all other                     
matters as may properly come before the Special Meeting.                        

PROPOSAL                                                                        

1. TO APPROVE OR DISAPPROVE AN AGREEMENT AND PLAN OF                            
REORGANIZATION.                                                           

PLEASE RETURN BOTTOM PORTION WITH YOUR VOTE IN THE ENCLOSED                     
ENVELOPE AND RETAIN THE TOP PORTION.                                            

AUTOMATED CASH MANAGEMENT TRUST  PROXY VOTING MAIL-IN STUB                      
RECORD DATE SHARES                                                              

        PROPOSAL 1:    TO APPROVE OR DISAPPROVE AN
         AGREEMENT AND PLAN OF
  REORGANIZATION

                  o  FOR the Agreement and Plan of
      Reorganization

              o  AGAINST the Agreement and
Plan of 
Reorganization

o  ABSTAIN    

Please sign EXACTLY as your name(s) appear above.  When signing                 
as attorney, executor, administrator, guardian, trustee,                        
custodian, etc., please give your full title as such.  If a                     
corporation or partnership, please sign the full name by an                     
authorized officer or partner.  If stock is owned jointly, all                  
owners should sign.                                                             

_______________________________________________________                         

_______________________________________________________                         
Signature(s) of Shareholder(s)                                                  

Date:___________________________________________________                        

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘DEFS14A’ Filing		Date		Other Filings
		10/28/94
		10/21/94
Filed on:		9/12/94
		8/30/94
		8/23/94
		8/12/94		485BPOS
For Period End:		8/5/94
		7/15/94
		6/30/94
		6/21/94
		4/30/94
		9/15/93
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