SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [  ]
Check the appropriate box:
[ X ]    Preliminary Proxy Statement
[  ]     Confidential, for Use of the Commission Only (as permitted by 
         Rule 14a-6(e)(2))
[  ]     Definitive Proxy Statement
[  ]     Definitive Additional Materials
[  ]     Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12

Federated Municipal Opportunities Fund, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee  (Check the appropriate box):
[ X ]    No fee required.
[  ]    Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1.       Title of each class of securities to which transaction applies:
2.       Aggregate number of securities to which transaction applies:
3.       Per unit price or other underlying value of transaction computed 
          pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was determined):
4.       Proposed maximum aggregate value of transaction:
5.       Total fee paid:

[  ]     Fee paid previously with preliminary proxy materials.
[  ]     Check box if any part of the fee is offset as provided by Exchange Act 
         Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously.  Identify the previous filing by 
registration statement number, or the Form or Schedule and the
date of its filing.
1)       Amount Previously Paid:
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2)       Form, Schedule or Registration Statement No.:
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3)       Filing Party:
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4)       Date Filed:
         ------------------------------------------------------------









FEDERATED MUNICIPAL OPPORTUNITIES FUND, INC.


Proxy Statement - Please Vote!

Time is of the ESSENCE...VOTING  ONLY TAKES A FEW MINUTES AND YOUR PARTICIPATION
IS  IMPORTANT!  BE SURE TO COMPLETE AND RETURN YOUR PROXY CARD PROMPTLY TO AVOID
ADDITIONAL EXPENSE TO THE FUND.

Federated  Municipal  Opportunities  Fund,  Inc., will hold an annual meeting of
shareholders  on March 26, 1999.  It is important  for you to vote on the issues
described  in this  Proxy  Statement.  We  recommend  that you  read  the  Proxy
Statement  in its  entirety;  the  explanations  will  help you to decide on the
issues.

Why am I being asked to vote?
Mutual funds are  required to obtain  shareholders'  votes for certain  types of
changes,  like those included in this Proxy Statement.  You have a right to vote
on these changes.

What issues am I being asked to vote on?
The  proposals  include  the  election  of  Directors  and changes to the Fund's
fundamental investment policies.

Why are individuals recommended for election to the Board of Directors?
The Fund is devoted to serving the needs of its  shareholders,  and the Board is
responsible  for managing the Fund's business  affairs to meet those needs.  The
Board  represents  the  shareholders  and can exercise all of the Fund's powers,
except those reserved only for shareholders.

Directors  are  selected  on the  basis  of  their  education  and  professional
experience.  Candidates  are chosen  based on their  distinct  interest  in, and
capacity for  understanding the complexities of, the operation of a mutual fund.
These individuals bring considerable  experience to the impartial oversight of a
fund's operation.

The Proxy Statement  includes a brief  description of each nominee's history and
current position with the Fund, if applicable.

Why am I being asked to vote on the  ratification of independent  auditors?  The
independent auditors conduct a professional examination of certain of the Fund's
accounting  documents and  supporting  data to render an opinion on the material
fairness of the information.  Because financial reporting involves  considerable
discretion, the auditor's opinion is an important assurance to both the Fund and
its investors.

The  Board of  Directors  approved  the  selection  of  Deloitte  & Touche  LLP,
long-time  auditors of the Fund,  for the current  fiscal year and believes that
the continued employment of this firm is in the Fund's best interests.

Why are the Fund's "fundamental  policies" being changed?  Every mutual fund has
certain  investment  policies  that can be changed only with the approval of its
shareholders. These are referred to as "fundamental" investment policies.

In some cases, these policies were adopted to reflect regulatory,  business,  or
industry  conditions  that no longer exist or no longer are necessary.  In other
cases, advances in the securities markets and the economy have created different
procedures and techniques that affect the Fund's operations.

By  reducing  the  number  of  "fundamental  policies,"  the Fund may be able to
minimize the costs and delays  associated  with frequent  shareholder  meetings.
Also,  the  investment  adviser's  ability to manage  the  Fund's  assets may be
enhanced and investment opportunities increased.

The proposed amendments will:

o    reclassify as operating  policies those  fundamental  policies that are not
     required to be fundamental by the  Investment  Company Act of 1940,  ("1940
     Act"); and

o    simplify and modernize  the policies that are required to be  "fundamental"
     by the 1940 Act, as amended.

Federated is a conservative money manager. Our highly trained  professionals are
dedicated to making  investment  decisions in the best  interest of the Fund and
its  shareholders.  The Board believes that the proposed  changes can be applied
responsibly by the Fund's investment adviser.

Why are some "fundamental  policies" being reclassified as "operating policies?"
As noted above,  some  "fundamental  policies" have been redefined as "operating
policies"  by change  made to the 1940 Act.  Operating  policies  do not require
shareholder  approval  to be  changed.  This gives the Fund's  Board  additional
flexibility to determine whether to participate in new investment  opportunities
and to meet industry changes promptly.

How do I vote my shares?
You may vote in person at the annual meeting of  shareholders or simply sign and
return  the   enclosed   Proxy  Card.   You  may  also  vote  by   telephone  at
1-800-________,  or through the Internet at  proxyvote.com.  We encourage you to
vote by telephone or through the Internet, because these voting methods save the
Fund a good deal of money.  If we do not receive your Proxy Card, we may contact
you by telephone to request that you cast your vote.

Who do I call if I have questions about the Proxy Statement?
Call your Investment  Professional or a Federated Client Service Representative.
Federated's toll-free number is 1-800-341-7400.



  After careful consideration, the Board of Directors has unanimously approved
   these proposals. The Board recommends that you read the enclosed materials
                      carefully and vote for all proposals.







FEDERATED MUNICIPAL OPPORTUNITIES FUND, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 26, 1999

An annual meeting of the shareholders of Federated Municipal Opportunities Fund,
Inc. (the "Fund") will be held at 5800 Corporate Drive, Pittsburgh, Pennsylvania
15237-7000,  at 2:00  p.m.  (Eastern  time),  on  March  26,  1999  to  consider
proposals:
(1)      To elect nine Directors.
(2)      To ratify the selection of the Fund's independent auditors.
(3)      To make changes to the Fund's fundamental investment policies:

(a)  To make  non-fundamental,  and to amend, the Fund's fundamental  investment
     policy regarding investments in restricted securities;

(b)  To amend the Fund's  fundamental  investment policy regarding  borrowing to
     permit the purchase of securities while borrowings are outstanding; and

(c)  To make  non-fundamental,  and to amend, the Fund's fundamental  investment
     policy to permit the Fund to invest in the  securities of other  investment
     companies.

(4)  To eliminate the Fund's  fundamental  investment policy on concentration of
     its  investments  and to reserve  freedom  to  concentrate  in the  banking
     industry.

     To transact such other  business as may properly come before the meeting or
any  adjournment  thereof.  The Board of Directors has fixed January 12, 1999 as
the  record  date for  determination  of  shareholders  entitled  to vote at the
meeting.

By Order of the Board of Directors,



John W. McGonigle
Secretary
January 25, 1999

YOU CAN HELP THE FUND AVOID THE  NECESSITY  AND  EXPENSE  OF  SENDING  FOLLOW-UP
LETTERS TO ENSURE A QUORUM BY PROMPTLY SIGNING AND RETURNING THE ENCLOSED PROXY.
IF YOU ARE UNABLE TO ATTEND THE MEETING,  PLEASE MARK, SIGN, DATE AND RETURN THE
ENCLOSED  PROXY SO THAT THE NECESSARY  QUORUM MAY BE  REPRESENTED  AT THE ANNUAL
MEETING.  THE  ENCLOSED  ENVELOPE  REQUIRES  NO  POSTAGE IF MAILED IN THE UNITED
STATES.





TABLE OF CONTENTS
About the Proxy Solicitation and the Annual Meeting
Election of Nine Directors
Ratification of the Selection of the Independent Auditors
Approval or Disapproval of Changes to the Fund's Fundamental Investment
Policies
Approval or Disapproval of the Elimination of the Fund's Fundamental
Investment Policy Regarding Concentration and to Reserve Freedom
to Concentrate in the Banking Industry
Information About the Fund
Proxies, Quorum and Voting at the Annual Meeting
About the Election of Directors
Directors Standing for Election
Nominees Not Presently Serving as Directors
Previously Elected Directors
Share Ownership of the Directors
Director Compensation
Officers of the Fund
Other Matters and Discretion of Attorneys Named in the Proxy







PRELIMINARY
PROXY STATEMENT
FEDERATED MUNICIPAL OPPORTUNITIES FUND, INC.
Federated Investors Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7000
About the Proxy Solicitation and the Annual Meeting

The enclosed  proxy is solicited on behalf of the Board of Directors of the Fund
(the "Board" or "Directors"). The proxies will be voted at the annual meeting of
shareholders of the Fund to be held on March 26, 1999, at 5800 Corporate  Drive,
Pittsburgh,  Pennsylvania 15237-7000,  at 2:00 p.m. (such annual meeting and any
adjournment or postponement thereof are referred to as the "Annual Meeting").

The cost of the  solicitation,  including  the  printing  and  mailing  of proxy
materials,  will be borne by the Fund. In addition to solicitations  through the
mails, proxies may be solicited by officers,  employees,  and agents of the Fund
or,  if  necessary,  a  communications  firm  retained  for this  purpose.  Such
solicitations may be by telephone, telegraph, through the Internet or otherwise.
Any telephonic  solicitations will follow procedures designed to ensure accuracy
and prevent fraud,  including  requiring  identifying  shareholder  information,
recording the  shareholder's  instructions,  and  confirming to the  shareholder
after the fact.  Shareholders  who communicate  proxies by telephone or by other
electronic  means  have the same  power  and  authority  to  issue,  revoke,  or
otherwise change their voting  instruction  shareholders  submitting  proxies in
written form. The Fund 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.

At its meeting on November 17,  1998,  the Board  reviewed the proposed  changes
recommended in the investment  policies of the Fund and approved them subject to
shareholder  approval.  The purposes of the Annual  Meeting are set forth in the
accompanying Notice. The Directors know of no business other than that mentioned
in the Notice that will be presented for  consideration  at the Annual  Meeting.
Should other  business  properly be brought before the Annual  Meeting,  proxies
will be voted in  accordance  with the best  judgment  of the  persons  named as
proxies.  This proxy  statement  and the enclosed  proxy card are expected to be
mailed on or about January 25, 1999, to  shareholders  of record at the close of
business on January 12, 1999 (the "Record  Date").  On the Record Date, the Fund
had outstanding _________ shares of common stock.

The Fund's annual report,  which includes audited  financial  statements for the
fiscal year ended August 31, 1998, was previously  mailed to  shareholders.  The
Fund's  principal  executive  offices are located at Federated  Investors Funds,
5800 Corporate Drive, Pittsburgh,  Pennsylvania 15237-7000. The Fund's toll-free
telephone number is 1-800-341-7400.

PROPOSAL #1:  ELECTION OF NINE DIRECTORS

The persons  named as proxies  intend to vote in favor of the election of Thomas
G. Bigley, John T. Conroy, Jr., Nicholas P. Constantakis, John F. Cunningham, J.
Christopher Donahue, Peter E. Madden, Charles F. Mansfield, Jr., John E. Murray,
Jr. and John S. Walsh  (collectively,  the "Nominees") as Directors of the Fund.
Messrs. Bigley, Conroy, Madden and Murray are presently serving as Directors. If
elected by shareholders,  Messrs. Constantakis,  Cunningham,  Donahue, Mansfield
and Walsh will assume their  responsibilities  as Directors  effective  April 1,
1999. Please see "Information about the Fund" for current  information about the
Nominees.

Messrs.  Conroy and Madden were appointed  Directors on August 21, 1991, to fill
vacancies  created by the  resignation of Mr. Joseph Maloney and the decision to
expand the size of the Board. Messrs. Bigley and Murray were appointed Directors
on  November  15,  1994,  and  February  14,  1995,  respectively,  also to fill
vacancies  resulting  from the  decision  to expand the size of the  Board.  All
Nominees have consented to serve if elected. If elected, the Directors will hold
office without limit in time until death, resignation, retirement, or removal or
until the next meeting of  shareholders  to elect Directors and the election and
qualification of their  successors.  Election of a Director is by a plurality of
the votes  cast by  shareholders  of the Fund at the  Annual  Meeting.  The nine
individuals receiving the greatest number of votes at the Annual Meeting will be
deemed to be elected Directors.  If any Nominee for election as a Director named
above shall by reason of death or for any other reason become  unavailable  as a
candidate at the Annual  Meeting,  votes  pursuant to the enclosed proxy will be
cast for a substitute candidate by the proxies named on the proxy card, or their
substitutes,  present  and acting at the  Annual  Meeting.  Any such  substitute
candidate for election as a Director who is an "interested person" (as such term
is defined in the  Investment  Company Act of 1940, as amended (the "1940 Act"))
of the Fund shall be nominated by the Executive Committee.  The selection of any
substitute  candidate  for  election  as a  Director  who is not an  "interested
person"  shall be made by a majority of the  Directors  who are not  "interested
persons" of the Fund.  The Board has no reason to believe  that any Nominee will
become unavailable for election as a Director.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS
VOTE TO ELECT AS DIRECTORS THE NOMINEES FOR ELECTION
TO THE BOARD OF DIRECTORS OF THE FUND
PROPOSAL #2:  RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS~~

The 1940 Act requires  that the Fund's  independent  auditors be selected by the
Board,  including  a majority of those  Board  members  who are not  "interested
persons" (as defined in the 1940 Act) of the Fund,  and that the  employment  of
such independent  auditors be conditioned on the right of the Fund, by vote of a
majority of its  outstanding  securities at any meeting called for that purpose,
to terminate such employment  forthwith without penalty.  The Board of the Fund,
including  a majority of its  members  who are not  "interested  persons" of the
Fund,  approved the selection of Deloitte & Touche LLP (the  "Auditors") for the
current fiscal year at a Board meeting held on November 17, 1998.

The  selection  by the Board of the  Auditors as  independent  auditors  for the
current fiscal year is submitted to the  shareholders  for  ratification.  Apart
from their fees as independent auditors and certain consulting fees, neither the
Auditors  nor  any of  their  partners  have a  direct,  or  material  indirect,
financial  interest in the Fund or its  investment  adviser.  The Auditors are a
major  international  independent  accounting  firm. The Board believes that the
continued employment of the services of the Auditors for the current fiscal year
would be in the Fund's best interests.

Representatives  of the  Auditors  are not  expected to be present at the Annual
Meeting.  If a representative is present, he or she will have the opportunity to
make a statement and would be available to respond to appropriate questions. The
ratification of the selection of the Auditors will require the affirmative  vote
of a majority of the shares present and voting at the Annual Meeting.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE PROPOSAL
PROPOSAL #3:  APPROVAL OF CHANGES TO THE FUND'S
FUNDAMENTAL INVESTMENT POLICIES

The 1940 Act requires  investment  companies  such as the Fund to adopt  certain
specific  investment  policies that can be changed only by shareholder  vote. An
investment  company  may also  elect to  designate  other  policies  that may be
changed only by shareholder  vote.  Both types of policies are often referred to
as "fundamental  policies." Certain of the Fund's fundamental  policies had been
adopted in the past to reflect regulatory,  business or industry conditions that
are no  longer  in  effect.  Accordingly,  the  Directors  have  authorized  the
submission to the Fund's  shareholders  for their  approval,  and recommend that
shareholders  approve,  the amendment and/or  reclassification of certain of the
Fund's fundamental policies.

The proposed amendments would:

(i)  simplify and  modernize  the  fundamental  policies that are required to be
     stated under the 1940 Act; and
(ii) reclassify as operating  policies those  fundamental  policies that are not
     required to be fundamental under the 1940 Act.
By reducing to a minimum those  policies that can be changed only by shareholder
vote,  the  Directors  believe that the Fund would be able to minimize the costs
and  delay  associated  with  holding  future  shareholder  meetings  to  revise
fundamental  policies that become outdated or inappropriate.  The Directors also
believe that the investment  adviser's  ability to manage the Fund's assets in a
changing investment  environment will be enhanced and that investment management
opportunities  will be increased by these changes.  The recommended  changes are
specified below. Each sub-item will be voted on separately,  and the approval of
any item will  require the approval of a majority of the  outstanding  shares of
the Fund.

PROPOSAL  #3(a):  TO MAKE  NON-FUNDAMENTAL  AND TO AMEND THE FUND'S  FUNDAMENTAL
INVESTMENT POLICY GOVERNING INVESTMENTS IN RESTRICTED SECURITIES

The Fund's current policy on restricted  securities reads as follows:  "The Fund
will not  invest  more  than 10% of its net  assets  in  securities  subject  to
restrictions  on resale  under the  Securities  Act of 1933,  except for certain
restricted  securities  which meet the criteria for liquidity as  established by
the  Directors."  This  policy  was  adopted  because  historically,  restricted
securities  were  viewed as illiquid  since they could not be sold within  seven
days.  Investment  companies,   such  as  the  Fund,  are  required  to  meet  a
shareholder's  redemption  request at the current net asset value  within  seven
days of receiving the request for redemption.  In order to do this, some portion
of the  securities  in the  Fund's  portfolio  must  be  "liquid"  so  that  the
securities  can be sold in sufficient  time to obtain the necessary cash to meet
redemption  requests.  It is important to note that many  restricted  securities
are,  in fact,  quite  liquid  and can be  purchased  without  jeopardizing  the
liquidity of the Fund's portfolio.

Certain state securities  regulators  previously required mutual funds to have a
fundamental  policy  limiting  investment  in restricted  securities.  Since the
enactment of the National Securities Markets  Improvement Act in October,  1996,
states no longer have the jurisdiction to impose such requirements. Furthermore,
rules adopted by the U.S.  Securities and Exchange  Commission (the "SEC" or the
"Commission") have substantially  increased the number of restricted  securities
that can now be considered liquid and, in addition,  have given to the Directors
the ability to determine, under specific guidelines,  that a security is liquid.
The  Directors  may delegate this duty to the  investment  adviser  provided the
investment  adviser's  determination of liquidity is made in accordance with the
guidelines established and monitored by the Directors.

The Fund's current policy prevents the Fund from acquiring a restricted security
that may be viewed by the adviser as liquid.  If this proposal is approved,  the
Fund will be able to invest to an unlimited  extent in restricted  securities as
long as they  meet  the  Directors'  guidelines  for  liquidity  and the  Fund's
operating policy on restricted  securities would read  substantially as follows:
"The Fund may invest in restricted  securities.  Restricted  securities  are any
securities in which the Fund may invest pursuant to its investment objective and
policies  but  which  are  subject  to  restrictions  on  resale  under  federal
securities law. Under criteria established by the Directors,  certain restricted
securities are determined to be liquid. To the extent that restricted securities
are not determined to be liquid,  the Fund will limit their  purchase,  together
with other  illiquid  securities,  to 15% of its net  assets."  Under the Fund's
current policy on investing in illiquid securities,  if a restricted security is
determined not to be liquid, the purchase of that security,  together with other
illiquid  securities,   may  not  exceed  10%  of  the  Fund's  net  assets.  If
shareholders do not approve the removal of the policy on restricted  securities,
the Fund will continue to invest no more than 10% of the value of its net assets
in restricted securities of any kind.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE PROPOSAL
PROPOSAL #3(b):  TO AMEND THE FUND'S FUNDAMENTAL INVESTMENT POLICY
REGARDING BORROWING TO PERMIT THE PURCHASE OF
SECURITIES WHILE BORROWINGS ARE OUTSTANDING

The Fund's current investment policy on borrowing states that:

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

The Fund will not borrow money or engage in reverse  agreements  for  investment
leverage, but rather as a temporary,  extraordinary,  or emergency measure or to
facilitate  management of the portfolio by enabling the Fund to meet  redemption
requests  when  the  liquidation  of  portfolio   securities  is  deemed  to  be
inconvenient or disadvantageous. The Fund will not purchase any securities while
borrowings are outstanding.  During the period any reverse repurchase agreements
are outstanding,  but only to the extent  necessary to assure  completion of the
reverse repurchase agreements,  the Fund will restrict the purchase of portfolio
instruments  to money market  instruments  maturing on or before the  expiration
date of the reverse repurchase agreements."

The Fund's  investment  adviser  has  recommended  that the  Directors  consider
approving a revision  to the  fundamental  policy that would  permit the Fund to
purchase  securities  while  its  borrowings  are  outstanding,  as the  adviser
believes the current policy unnecessarily constrains the Fund's investments. Any
such purchases could not exceed 5% of the Fund's outstanding borrowings. Subject
to shareholder approval,  the policy will be revised to delete the sentence "The
Fund will not purchase any securities  while  borrowings are  outstanding."  The
Fund  would  continue  to be subject to the same  percentage  limitation  on its
borrowings - 5% of the value of the Fund's total assets - if the proposed change
is approved.

THE BOARD OF DIRECTORS RECOMMENDS THAT
SHAREHOLDERS VOTE FOR THE PROPOSAL
PROPOSAL #3(c):  TO MAKE NON-FUNDAMENTAL AND TO AMEND THE FUND'S POLICY TO 
PERMIT THE FUND TO INVEST IN THE SECURITIES OF OTHER
INVESTMENT COMPANIES

The Fund currently has a fundamental investment policy prohibiting investment in
the  securities  issued by any  other  investment  company,  except as part of a
merger,  consolidation  or other  acquisition.  The  Fund's  investment  adviser
believes,  and the Board has  concluded,  that  this  prohibition  unnecessarily
limits the Fund's investments.  Amending this policy would expand the investment
opportunities  available  to the Fund by  allowing  the Fund to  invest in other
investment  companies.  Investments  in other  investment  companies are limited
under the 1940 Act.  The 1940 Act limits both the  portion of the Fund's  assets
which may be so invested in a particular  fund, and the portfolio of such a fund
which may be owned by the Fund.  Normally,  each investment company in which the
Fund invests will have its own operating  expenses,  including advisory fees. It
is expected that the duplicative expenses are justified by the benefit of having
access  to the  markets  in  which  such a fund  invests,  or in the  investment
techniques or advisers of such funds.

At the present time, the Board expects to utilize the authority provided by this
proposal to invest the Fund's  temporary cash reserves in shares of money market
funds.  These cash  reserves  typically  arise from the receipt of dividend  and
interest  income from portfolio  securities,  the receipt of payment for sale of
portfolio securities,  defensive cash positions and the decision to hold cash to
meet redemptions or make anticipated dividend payments. Further, by changing the
policy from  fundamental  to an operating  policy,  the  Directors  believe that
maximum  flexibility  will be  afforded  to the  Fund to  amend  the  policy  as
appropriate  in the  future  without  the  burden  and delay to the Fund and its
shareholders of holding a special meeting.

The money  market  funds in which the Fund plans to invest pay an advisory  fee.
However,  the Fund's  investment  adviser  and the  Directors  believe  that the
benefits  derived from having the cash  invested  outweigh any  reduction in the
amount earned as a result of such a fee. The ability to purchase shares of money
market  funds  would be  beneficial  because  it  would  provide  the Fund  with
additional   investment   opportunities   late  in  each   business   day,  when
opportunities to acquire money market  instruments are limited.  Otherwise,  the
Fund would be forced to hold some of its cash uninvested, resulting in little or
no investment income.

If shareholders approve this item, the new operating policy will read as follows
in: (a) the Prospectus, and (b) the Statement of Additional Information:

(a)      "Investing in Securities of Other Investment Companies

The Fund may invest its assets in securities of other investment companies as an
efficient means of carrying out its investment policies. It should be noted that
investment  companies  incur certain  expenses,  such as management  fees,  and,
therefore,  any investment by the Fund in shares of other  investment  companies
may be subject to such duplicate expenses. At the present time, the Fund expects
that its investments in other investment  companies will be limited to shares of
money  market  funds,  including  funds  affiliated  with the Fund's  investment
adviser."

(b)      "Investing in Securities of Other Investment Companies

The Fund may invest in the  securities  of  affiliated  money market funds as an
efficient means of managing the Fund's uninvested cash."


THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE PROPOSAL
PROPOSAL #4:  REMOVAL OF THE FUND'S FUNDAMENTAL INVESTMENT POLICY ON 
CONCENTRATION AND RESERVING FREEDOM TO CONCENTRATE INVESTMENTS
IN THE DOMESTIC BANKING INDUSTRY

The 1940 Act requires  every  investment  company to state a fundamental  policy
regarding its intention to  concentrate  portfolio  investments in one industry.
Investments of more than 25% of the value of an investment  company's  assets in
any one  industry  represent  a  "concentration"  in that  particular  industry.
However,   if  an  investment   company  does  not  intend  to  concentrate  its
investments, this must also be stated.

The Fund's current concentration policy states that:

"The  Fund may  invest  more  than 25% of the  value of its  assets  in  private
activity  bonds  which may  result in more than 25% of the Fund's  assets  being
invested in one  industry.  It is also  possible  that the Fund may from time to
time  invest  more  than 25% of its  assets in health  care  facilities  revenue
obligations,   housing   agency   revenue   obligations   or  electric   utility
obligations."

Since the Fund adopted its policy reserving  freedom to concentrate  investments
in  the  obligations  discussed  above,  the  investment  focus  of  the  Fund's
investment  adviser and the types of securities in which it would like to invest
the Fund's assets have changed.  Therefore,  the Fund's  investment  adviser has
proposed to amend the  concentration  policy to eliminate  the policy  discussed
above,  and  would  like to  reserve  the  freedom  to  concentrate  the  Fund's
investments  in  instruments  and  obligations  of U.S.  banks and bank  holding
companies.  By modifying this policy,  the investment  adviser  believes it will
reduce  the  risk  to the  Fund's  portfolio  and the  Fund  will  have  greater
flexibility to invest in a broader array of the securities  which are acceptable
investments  for the Fund in seeking  to achieve  its  investment  objective  of
providing  a high level of current  income  which is  generally  exempt from the
federal regular income tax.

Therefore, the Directors have recommended that the Fund's fundamental investment
policy be  eliminated,  and that it be  replaced  with the  following  operating
policy:

"The Fund will not invest 25% or more of its total  assets in any one  industry.
However,  investing in U.S. government  securities and domestic bank instruments
shall not be considered investments in any one industry."


THE BOARD OF DIRECTORS RECOMMENDS THAT
SHAREHOLDERS VOTE FOR THE PROPOSAL
INFORMATION ABOUT THE FUND

Proxies, Quorum and Voting at the Annual Meeting

The favorable vote of: (a) the holders of 67% or more of the outstanding  voting
securities  present at the Annual Meeting,  if the holders of 50% or more of the
outstanding  voting  securities of the Fund are present or represented by proxy;
or (b) the  vote of the  holders  of more  than  50% of the  outstanding  voting
securities,  whichever  is less,  is required  to approve all of the  proposals,
except the election of Directors  and the  ratification  of the selection of the
Auditors.  Only  shareholders  of record on the Record  Date will be entitled to
vote at the  Annual  Meeting.  Each share of the Fund is  entitled  to one vote.
Fractional  shares are entitled to proportionate  shares of one vote. Any person
giving a proxy  has the power to revoke  it any time  prior to its  exercise  by
executing a superseding proxy or by submitting a written notice of revocation to
the Secretary of the Fund. In addition,  although mere  attendance at the Annual
Meeting will not revoke a proxy, a shareholder present at the Annual Meeting may
withdraw  his or her  proxy  and  vote in  person.  All  properly  executed  and
unrevoked  proxies  received  in time for the  Annual  Meeting  will be voted in
accordance with the instructions  contained in the proxies. If no instruction is
given  on the  proxy,  the  persons  named  as  proxies  will  vote  the  shares
represented thereby in favor of the matters set forth in the attached Notice.

In order to hold the Annual Meeting, a "quorum" of shareholders must be present.
Holders of  one-third  of the total  number of  outstanding  shares of the Fund,
present in person or by proxy,  shall be required to constitute a quorum for the
purpose of voting on the proposals made.

For  purposes of  determining  a quorum for  transacting  business at the Annual
Meeting,  abstentions and broker  "non-votes"  (that is, proxies from brokers or
nominees  indicating that such persons have not received  instructions  from the
beneficial owner or other persons entitled to vote shares on a particular matter
with respect to which the brokers or nominees do not have  discretionary  power)
will be treated as shares that are  present  but which have not been voted.  For
this reason,  abstentions  and broker  non-votes  will have the effect of a "no"
vote for purposes of obtaining the requisite  approval of some of the proposals.
If a quorum is not present,  the persons named as proxies may vote those proxies
that have been  received to adjourn the Annual  Meeting to a later date.  In the
event that a quorum is present but  sufficient  votes in favor of one or more of
the proposals have not been  received,  the persons named as proxies may propose
one or more  adjournments of the Annual Meeting to permit further  solicitations
of proxies with respect to such proposal(s).  All such adjournments will require
the  affirmative  vote of a majority of the shares present in person or by proxy
at the  session of the Annual  Meeting to be  adjourned.  The  persons  named as
proxies will vote AGAINST an adjournment those proxies that they are required to
vote against the  proposal,  and will vote in FAVOR of such an  adjournment  all
other proxies that they are authorized to vote. A shareholder  vote may be taken
on the  proposals  in this  proxy  statement  prior to any such  adjournment  if
sufficient votes have been received for approval.

About the Election of Directors

When  elected,  the  Directors  will hold office during the lifetime of the Fund
except that:  (a) any  Director  may resign;  (b) any Director may be removed by
written  instrument  signed by at least  two-thirds  of the number of  Directors
prior to such  removal;  (c) any  Director who requests to be retired or who has
become mentally or physically incapacitated may be retired by written instrument
signed by a majority of the other  Directors;  and (d) a Director may be removed
at any  special  meeting  of the  shareholders  by a vote of  two-thirds  of the
outstanding  shares of the Fund.  In case a vacancy  shall exist for any reason,
the  remaining  Directors  will fill such  vacancy  by  appointment  of  another
Director. The Directors will not fill any vacancy by appointment if, immediately
after filling such vacancy,  less than  two-thirds of the Directors then holding
office would have been elected by the shareholders. If, at any time, less than a
majority of the Directors  holding office have been elected by the shareholders,
the Directors then in office will call a  shareholders'  meeting for the purpose
of electing  Directors to fill vacancies.  Otherwise,  there will normally be no
meeting of shareholders called for the purpose of electing Directors.

Set forth below is a listing  of: (i)  Directors  standing  for  election,  (ii)
Nominees standing for election who are not presently  serving as Directors,  and
(iii) Directors previously elected by shareholders,  along with their addresses,
birthdates,  present  positions  with the Fund,  if  applicable,  and  principal
occupations during the past five years: Directors Standing for Election

Thomas G. Bigley
15 Old Timber Trail
Pittsburgh, PA
Birthdate: February 3, 1934
Director
Chairman of the Board,  Children's  Hospital  of  Pittsburgh;  formerly,  Senior
Partner, Ernst & Young LLP; Director, MED 3000 Group, Inc.; Director,  Member of
Executive Committee, University of Pittsburgh; Director or Trustee of the Funds.
John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL
Birthdate: June 23, 1937
Director
President,  Investment Properties  Corporation;  Senior Vice-President,  John R.
Wood and Associates,  Inc., Realtors;  Partner or Trustee in private real estate
ventures in Southwest Florida; formerly,  President, Naples Property Management,
Inc. and Northgate Village Development  Corporation;  Director or Trustee of the
Funds. Peter E. Madden
One Royal Palm Way
100 Royal Palm Way
Palm Beach, FL
Birthdate: March 16, 1942
Director
Consultant;   Former  State   Representative,   Commonwealth  of  Massachusetts;
formerly, President, State Street Bank and Trust Company and State Street Boston
Corporation; Director or Trustee of the Funds.
John E. Murray, Jr., J.D., S.J.D.
President, Duquesne University
Pittsburgh, PA
Birthdate: December 20, 1932
Director
President,  Law Professor,  Duquesne University;  Consulting Partner,  Mollica &
Murray;  Director or Trustee of the Funds.  Nominees  Not  Presently  Serving as
Directors
Nicholas P. Constantakis
175 Woodshire Drive
Pittsburgh, PA
Birthdate:  September 3, 1939
Formerly, Partner, Andersen Worldwide SC; Director or Trustee of the Funds.
John F. Cunningham
353 El Brillo Way
Palm Beach, FL
Birthdate:  March 5, 1943
Chairman, President and Chief Executive Officer, Cunningham & Co., Inc. 
(consulting organization to high technology and computer
companies in the financial community); Director, EMC Corporation.
J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA
Birthdate: April 11, 1949
Executive Vice President
President  and  Trustee,  Federated  Investors,  Federated  Advisers,  Federated
Management, and Federated Research;  President and Director,  Federated Research
Corp. and Federated Global Research Corp.; President,  Passport Research,  Ltd.;
Trustee,  Federated  Shareholder  Services  Company  and  Federated  Shareholder
Services;  Director,  Federated  Services  Company;  President or Executive Vice
President of the Funds; Director or Trustee of some of the Funds. Mr. Donahue is
the son of John F. Donahue, Chairman and Director of the Fund.
Charles F. Mansfield, Jr.
54 Pine Street
Garden City, NY
Birthdate:  April 10, 1945
Management consultant.
John S. Walsh
2007 Sherwood Drive
Valparaiso, IN
Birthdate:  November 28, 1957
President,  Heat  Wagon,  Inc.,  Manufacturers  Products,  Inc.  ("MPI") and the
Portable  Heater  Parts  division  of  MPI   (engineering,   manufacturing   and
distribution of portable, temporary heating equipment) (1996-present); Director,
Walsh  &  Kelly,  Inc.,  asphalt  road  construction  business;  formerly,  Vice
President, Walsh & Kelly, Inc. (1984- 1996).
Previously Elected Directors
John F. Donahue#*
Federated Investors Tower
Pittsburgh, PA
Birthdate: July 28, 1924
Chairman and Director
Chairman  and  Trustee,  Federated  Investors,   Federated  Advisers,  Federated
Management,  and Federated Research;  Chairman and Director,  Federated Research
Corp. and Federated Global Research Corp.;  Chairman,  Passport Research,  Ltd.;
Chief Executive Officer and Director or Trustee of the Funds. Mr. Donahue is the
father of J.  Christopher  Donahue,  Executive  Vice  President  of the Fund and
Nominee for
Director.
William J. Copeland
One PNC Plaza - 23rd Floor
Pittsburgh, PA
Birthdate: July 4, 1918
Director
Director and Member of the Executive Committee, Michael Baker, Inc.; formerly, 
Vice Chairman and Director, PNC Bank, N.A., and PNC
Bank Corp.; Director, Ryan Homes, Inc.; Director or Trustee of the Funds.
James E. Dowd
571 Hayward Mill Road
Concord, MA
Birthdate: May 18, 1922
Director
Attorney-at-law; Director, The Emerging Germany Fund, Inc.; Director or Trustee 
of the Funds.
Lawrence D. Ellis, M.D.*
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
Birthdate: October 11, 1932
Director
Professor of Medicine, University of Pittsburgh; Medical Director, University of
Pittsburgh Medical Center--Downtown;  Member, Board of Directors,  University of
Pittsburgh Medical Center; formerly,  Hematologist,  Oncologist,  and Internist,
Presbyterian and Montefiore Hospitals; Director or Trustee of the Funds.
Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA
Birthdate: May 17, 1923
President and Director
Executive  Vice  President  and  Trustee,  Federated  Investors;   Chairman  and
Director, Federated Securities Corp.; President or Vice President of some of the
Funds; Director or Trustee of some of the Funds.
Edward L. Flaherty, Jr.#
Miller, Ament, Henny & Kochuba
205 Ross Street
Pittsburgh, PA
Birthdate: June 18, 1924
Director
Attorney  of  Counsel,  Miller,  Ament,  Henny & Kochuba;  Director,  Eat'N Park
Restaurants,  Inc.; formerly,  Counsel, Horizon Financial, F.A., Western Region;
Director or Trustee of the Funds.
Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA
Birthdate: September 14, 1925
Director
Professor,  International  Politics;  Management Consultant;  Trustee,  Carnegie
Endowment for International  Peace,  RAND  Corporation,  Online Computer Library
Center,  Inc., National Defense University and U.S. Space Foundation;  President
Emeritus, University of Pittsburgh; Founding Chairman, National Advisory Council
for Environmental  Policy and Technology,  Federal Emergency Management Advisory
Board and Czech Management Center, Prague; Director or Trustee of the Funds.
Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate: June 21, 1935
Director
Public Relations/Marketing/Conference Planning; Director or Trustee of the 
Funds.

* This Director is deemed to be an "interested person" as defined in the 1940 
Act.

#    Member of the Executive Committee.  The Executive Committee of the Board of
     Directors handles the responsibilities of the Board between meetings of the
     Board.

As referred to above,  "The Funds" or "Funds" includes the following  investment
companies:  Automated  Government Money Trust;  Cash Trust Series II; Cash Trust
Series,  Inc.;  CCB Funds;  DG  Investor  Series;  Edward D.  Jones & Co.  Daily
Passport Cash Trust;  Federated  Adjustable  Rate U.S.  Government  Fund,  Inc.;
Federated  American  Leaders Fund,  Inc.;  Federated  ARMs Fund;  Federated Core
Trust;  Federated Equity Funds;  Federated  Equity Income Fund, Inc.;  Federated
Fund for U.S.  Government  Securities,  Inc.;  Federated  GNMA Trust;  Federated
Government Income Securities,  Inc.; Federated Government Trust;  Federated High
Income Bond Fund, Inc.; Federated High Yield Trust;  Federated Income Securities
Trust; Federated Income Trust;  Federated Index Trust;  Federated  Institutional
Trust;  Federated Insurance Series;  Federated Master Trust; Federated Municipal
Opportunities Fund, Inc.;  Federated Municipal  Securities Fund, Inc.; Federated
Municipal Trust; Federated Short-Term Municipal Trust; Federated Short-Term U.S.
Government  Trust;  Federated Stock and Bond Fund, Inc.;  Federated Stock Trust;
Federated Tax-Free Trust;  Federated Total Return Series,  Inc.;  Federated U.S.
Government  Bond Fund;  Federated U.S.  Government  Securities  Fund: 1-3 Years;
Federated U.S. Government Securities Fund: 2-5 Years;  Federated U.S. Government
Securities  Fund:  5-10  Years;  Federated  Utility  Fund,  Inc.;  Fixed  Income
Securities,  Inc.;  Intermediate  Municipal Trust;  International  Series, Inc.;
Investment Series Funds,  Inc.;  Liberty Term Trust,  Inc. - 1999;  Liberty U.S.
Government Money Market Trust;  Liquid Cash Trust;  Managed Series Trust;  Money
Market   Management,   Inc.;  Money  Market   Obligations  Trust;  Money  Market
Obligations  Trust II; Money Market Trust;  Municipal  Securities  Income Trust;
Newpoint Funds;  Regions Funds;  RIGGS Funds;  Tax-Free  Instruments  Trust; The
Planters Funds;  Trust for Government  Cash Reserves;  Trust for Short-Term U.S.
Government Securities;  Trust for U.S. Treasury Obligations;  WesMark Funds; WCT
Funds; World Investment Series, Inc.; Blanchard Funds; Blanchard Precious Metals
Fund, Inc.; High Yield Cash Trust;  Investment  Series Trust;  Targeted Duration
Trust; The Virtus Funds; and Trust for Financial Institutions.

Share Ownership of the Fund
Officers and Directors of the Fund own less than 1% of the Fund's outstanding
shares.
At the close of business on the Record Date, the following persons owned, to the
knowledge of management, more than 5% of the
outstanding shares of the Fund:  [INSERT 5% HOLDERS]
Director Compensation
         Aggregate
Name,    Compensation
Position With     From     Total Compensation Paid
Fund     Fund*#   From Fund Complex+
John F. Donahue   $0       $0 for the Fund and
Chairman and Director               56 other investment companies in the Fund
Complex
Thomas G. Bigley  $1,327.69         $_______ for the Fund and
Director          56 other investment companies in the Fund Complex
John T. Conroy, Jr.        $1,460.66        $_______ for the Fund and
Director          56 other investment companies in the Fund Complex
William J. Copeland        $1,460.66        $_______ for the Fund and
Director          56 other investment companies in the Fund Complex
James E. Dowd     $1,460.66         $_______ for the Fund and
Director          56 other investment companies in the Fund Complex
Lawrence D. Ellis, M.D.    $1,327.69        $_______ for the Fund and
Director          56 other investment companies in the Fund Complex
Richard B. Fisher $0       $0 for the Fund and
President and Director              56 other investment companies in the Fund
Complex
Edward L. Flaherty, Jr.    $1,460.66        $_______ for the Fund and
Director          56 other investment companies in the Fund Complex
Peter E. Madden   $1,327.69         $_______ for the Fund and
Director          56 other investment companies in the Fund Complex
John E. Murray, Jr.        $1,327.69        $_______ for the Fund and
Director          56 other investment companies in the Fund Complex
Wesley W. Posvar  $1,327.69         $_______ for the Fund and
Director          56 other investment companies in the Fund Complex
Marjorie P. Smuts $1,327.69         $_______ for the Fund and
Director          56 other investment companies in the Fund Complex

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

#    The aggregate  compensation  is provided for the Fund which is comprised of
     one portfolio.

+The information is provided for the last calendar year.

During the fiscal year ended  August 31, 1998,  there were four  meetings of the
Board of Directors.  The  interested  Directors,  other than Dr.  Ellis,  do not
receive fees from the Fund.  Dr. Ellis is an interested  person by reason of the
employment of his  son-in-law by Federated  Securities  Corp. All Directors were
reimbursed for expenses for attendance at Board of Directors meetings.

Other than its Executive Committee,  the Fund has one Board committee, the Audit
Committee. Generally, the function of the Audit Committee is to assist the Board
of Directors in  fulfilling  its duties  relating to the Fund's  accounting  and
financial  reporting  practices  and to serve as a direct line of  communication
between  the Board of  Directors  and the  independent  auditors.  The  specific
functions  of  the  Audit  Committee  include  recommending  the  engagement  or
retention of the independent  auditors,  reviewing with the independent auditors
the plan and the  results of the  auditing  engagement,  approving  professional
services  provided by the independent  auditors prior to the performance of such
services,  considering  the range of audit and  non-audit  fees,  reviewing  the
independence of the independent auditors, reviewing the scope and results of the
Fund's  procedures  for internal  auditing,  and  reviewing the Fund's system of
internal accounting controls.

Messrs. Flaherty, Conroy, Copeland, and Dowd serve on the Audit Committee. These
Directors are not interested Directors of the Fund. During the fiscal year ended
August 31, 1998,  there were four  meetings of the Audit  Committee.  All of the
members of the Audit Committee were present for each meeting. Each member of the
Audit  Committee  receives an annual fee of $100 plus $25 for attendance at each
meeting and is reimbursed for expenses of attendance.
Officers of the Fund
The  executive  officers  of the  Fund  are  elected  annually  by the  Board of
Directors.  Each officer holds the office until  qualification of his successor.
The  names  and  birthdates  of the  executive  officers  of the Fund and  their
principal occupations during the last five
years are as follows:
John F. Donahue
Federated Investors Tower
Pittsburgh, PA
Birthdate: July 28, 1924
Chairman and Director
Chairman  and  Trustee,  Federated  Investors,   Federated  Advisers,  Federated
Management,  and Federated Research;  Chairman and Director,  Federated Research
Corp. and Federated Global Research Corp.;  Chairman,  Passport Research,  Ltd.;
Chief Executive Officer and Director or Trustee of the Funds. Mr. Donahue is the
father of J.  Christopher  Donahue,  Executive  Vice  President  of the Fund and
Nominee for
Director.
Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA
Birthdate: May 17, 1923
President and Director
Executive  Vice  President  and  Trustee,  Federated  Investors;   Chairman  and
Director, Federated Securities Corp.; President or Vice President of some of the
Funds; Director or Trustee of some of the Funds.
J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA
Birthdate: April 11, 1949
Executive Vice President
President  and  Trustee,  Federated  Investors,  Federated  Advisers,  Federated
Management, and Federated Research;  President and Director,  Federated Research
Corp. and Federated Global Research Corp.; President,  Passport Research,  Ltd.;
Trustee,  Federated  Shareholder  Services  Company  and  Federated  Shareholder
Services;  Director,  Federated  Services  Company;  President or Executive Vice
President of the Funds; Director or Trustee of some of the Funds. Mr. Donahue is
the son of John F. Donahue, Chairman and Director of the Fund.
Edward C. Gonzales
Federated Investors Tower
Pittsburgh, PA
Birthdate: October 22, 1930
Executive Vice President
Vice Chairman,  Treasurer,  and Trustee,  Federated  Investors;  Vice President,
Federated Advisers, Federated Management, Federated Research, Federated Research
Corp.,  Federated Global Research Corp. and Passport Research,  Ltd.;  Executive
Vice President and Director,  Federated  Securities  Corp.;  Trustee,  Federated
Shareholder  Services  Company;  Trustee  or  Director  of  some  of the  Funds;
President, Executive Vice President and Treasurer of some of the Funds.
John W. McGonigle
Federated Investors Tower
Pittsburgh, PA
Birthdate: October 26, 1938
Executive Vice President, Secretary, and Treasurer
Executive Vice President,  Secretary, and Trustee, Federated Investors; Trustee,
Federated Advisers,  Federated  Management,  and Federated  Research;  Director,
Federated Research Corp. and Federated Global Research Corp.; Trustee, Federated
Shareholder Services Company;  Director,  Federated Services Company;  President
and Trustee,  Federated  Shareholder  Services;  Director,  Federated Securities
Corp.; Executive Vice President and Secretary of the Funds; Treasurer of some of
the Funds.  None of the  Officers of the Fund  received  salaries  from the Fund
during the fiscal year ended  August 31, 1998.  Federated  Services  Company,  a
subsidiary  of Federated  Investors,  is the Fund's  administrator  and provides
administrative  personnel and services to the Fund for a fee as described in the
prospectus. For the fiscal year ended August 31, 1998, Federated Services
Company earned $343,950.
Federated  Securities Corp., a subsidiary of Federated  Investors,  Inc., is the
principal distributor of the Fund's shares.  Federated Securities Corp. receives
no compensation from the Fund for its services.

OTHER MATTERS AND DISCRETION OF ATTORNEYS NAMED IN THE PROXY

The Fund is not required,  and does not intend,  to hold regular annual meetings
of shareholders.  Shareholders wishing to submit proposals for consideration for
inclusion in a proxy statement for the next meeting of shareholders  should send
their  written  proposals  to  Federated  Municipal  Opportunities  Fund,  Inc.,
Federated  Investors  Funds,  5800  Corporate  Drive,  Pittsburgh,  Pennsylvania
15237-7000,  so that they are received  within a reasonable time before any such
meeting.

No business  other than the matters  described  above is expected to come before
the Annual Meeting, but should any other matter requiring a vote of shareholders
arise, including any question as to an adjournment or postponement of the Annual
Meeting,  the persons named on the enclosed proxy card will vote on such matters
according to their best judgment in the interests of the Fund.

SHAREHOLDERS  ARE REQUESTED TO COMPLETE,  DATE AND SIGN THE ENCLOSED  PROXY CARD
AND RETURN IT IN THE ENCLOSED ENVELOPE,  WHICH NEEDS NO POSTAGE IF MAILED IN THE
UNITED STATES. By Order of the Board of Directors,

John W. McGonigle
Secretary
January 25, 1999






FEDERATED MUNICIPAL OPPORTUNITIES FUND, INC.
Investment Adviser
FEDERATED ADVISERS
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Distributor
FEDERATED SECURITIES CORP.
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Administrator
FEDERATED SERVICES COMPANY
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779




















Cusip
(_____/99)





KNOW  ALL  PERSONS  BY  THESE  PRESENTS  that the  undersigned  Shareholders  of
Federated  Municipal  Opportunities  Fund,  Inc.  (the  "Fund")  hereby  appoint
Patricia F. Conner, Gail Cagney,  Susan M. Jones, and Ann M. Scanlon, or any one
of them, true and lawful  attorneys,  with the power of substitution of each, to
vote all shares of the Fund which the  undersigned  is  entitled  to vote at the
Annual Meeting of  Shareholders  to be held on March 26, 1999, at 5800 Corporate
Drive, Pittsburgh, Pennsylvania, at 2:00 p.m., and at any adjournment thereof.

The attorneys named will vote the shares represented by this proxy in accordance
with the choices made on this ballot.  If no choice is indicated as to the item,
this proxy will be voted affirmatively on the matters.  Discretionary  authority
is hereby  conferred  as to all other  matters as may  properly  come before the
Annual Meeting or any adjournment thereof.  THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF FEDERATED  MUNICIPAL  OPPORTUNITIES  FUND,  INC.  THIS
PROXY,  WHEN  PROPERLY  EXECUTED,  WILL BE VOTED IN THE MANNER  DIRECTED  BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR"
THE PROPOSALS.

By checking the box "FOR"  below,  you will vote to approve each of the proposed
items in this proxy, and to elect each of the nominees as Directors of the Fund
For                        [   ]
Proposal  1 To  elect  Thomas  G.  Bigley,  John  T.  Conroy  Jr.,  Nicholas  P.
Constantakis,  John F.  Cunningham,  J.  Christopher  Donahue,  Peter E. Madden,
Charles F. Mansfield, Jr., John E. Murray, Jr. and John S. Walsh as Directors of
the Fund
FOR                        [   ]
AGAINST           [   ]
WITHHOLD AUTHORITY
TO VOTE           [   ]
FOR ALL EXCEPT    [   ]
If you do not wish your shares to be voted "FOR" a particular nominee,  mark the
"For All Except" box and strike a line through the name of each nominee for whom
you are NOT  voting.  Your  shares  will be voted  for the  remaining  nominees.
Proposal  2 To ratify the  selection  of  Deloitte  & Touche,  LLP as the Fund's
independent auditors
FOR                        [   ]
AGAINST           [   ]
ABSTAIN           [   ]
Proposal 3: To make changes to the Fund's fundamental investment policies:  3(a)
To  approve or  disapprove  making  non-fundamental,  and  amending,  the Fund's
fundamental investment policy governing investments in restricted securities
FOR                        [   ]
AGAINST           [   ]
ABSTAIN           [   ]
3(b) To approve  amending the Fund's  fundamental  investment  policy  regarding
borrowing to permit the purchase of securities while borrowings are outstanding
FOR                        [   ]
AGAINST           [   ]
ABSTAIN           [   ]
3(c) To approve  making  non-fundamental,  and  amending,  the Fund's  policy to
permit the Fund to invest in the securities of other investment companies

FOR                        [   ]
AGAINST           [   ]
ABSTAIN           [   ]

Proposal 4        To approve the removal of the Fund's fundamental investment 
policy regarding concentration and to reserve freedom to
concentrate in the banking industry
FOR                        [   ]
AGAINST           [   ]
ABSTAIN           [   ]

YOUR VOTE IS IMPORTANT
Please complete, sign and return
this card as soon as possible
mark with an X in the box.




Signature

Signature (Joint Owners)


Please  sign this proxy  exactly as your name  appears on the books of the Fund.
Joint owners should each sign personally. Directors and other fiduciaries should
indicate the capacity in which they sign,  and where more than one name appears,
a majority  must sign. If a  corporation,  this  signature  should be that of an
authorized officer who should state his or her title.

You may also vote your proxy by telephoning 1-800________,
or through the Internet at proxyvote.com.