Report of Ernst & Young LLP, Independent Auditors

Board of Directors of
Federated Municipal Opportunities Fund, Inc.

In planning and performing our audit of the financial statements of
Federated Municipal Opportunities Fund, Inc. (the "Fund") for the year
ended August 31, 2001, we considered its internal control, including
control activities for safeguarding securities, to determine our
auditing procedures for the purpose of expressing our opinion on the
financial statements and to comply with the requirements of Form N-SAR,
and not to provide assurance on internal control.

The management of the Fund is responsible for establishing and
maintaining internal control.  In fulfilling this responsibility,
estimates and judgments by management are required to assess the
expected benefits and related costs of internal control. Generally,
internal controls that are relevant to an audit pertain to the Fund's
objective of preparing financial statements for external purposes that
are fairly presented in conformity with generally accepted accounting
principles.  Those internal controls include the safeguarding of assets
against unauthorized acquisition, use, or disposition.

Because of inherent limitations in any internal control, misstatements
due to errors or fraud may occur and not be detected.  Also, projections
of any evaluation of internal control to future periods are subject to
the risk that internal control may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.

Our consideration of internal control would not necessarily disclose all
matters in internal control that might be material weaknesses under
standards established by the American Institute of Certified Public
Accountants. A material weakness is a condition in which the design or
operation of one or more of the specific internal control components
does not reduce to a relatively low level the risk that errors or fraud
in amounts that would be material in relation to the financial
statements being audited may occur and not be detected within a timely
period by employees in the normal course of performing their assigned
functions.  However, we noted no matters involving internal control,
including control activities for safeguarding securities, and its
operation that we consider to be material weaknesses as defined above as
of August 31, 2001.

This report is intended solely for the information and use of the Board
of Directors and management of Federated Municipal Opportunities Fund,
Inc. and the Securities and Exchange Commission and is not intended to
be and should not be used by anyone other than these specified parties.


							ERNST & YOUNG LLP

Boston, Massachusetts
October 11, 2001