UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 24F-2

                        ANNUAL NOTICE OF SECURITIES SOLD

                             PURSUANT TO RULE 24F-2

     READ  INSTRUCTIONS AT END OF FORM BEFORE  PREPARING  FORM.  PLEASE PRINT OR
TYPE.

1.    Name and address of issuer:
                        Federated Municipal Opportunities Fund, Inc.
                               Federated Investors

                               1001 Liberty Avenue

                       Pittsburgh, Pennsylvania 15222-3779

2.    The name of each series or class of securities for which this Form is
      filed (If the Form is being filed for all series and classes of securities
      of the issuer, check the box but do not list series or classes):

       [ X ]

3.    Investment Company Act File Number:                 811-4533
                                                          --------


      Securities Act File Number:     33-11410
                                      --------





4(a). Last day of fiscal year for which this Form is filed:  AUGUST 31, 2000

4(b).[ ] Check  box if  this  Form is  being  filed  late  (i.e.,  more  than 90
     calendar days after the end of the issuer's fiscal year).  (See Instruction
     A.2)

     NOTE:  IF THE  FORM  IS  BEING  FILED  LATE,  INTEREST  MUST BE PAID ON THE
REGISTRATION FEE DUE.




4(c).[ ] Check  box if this is the last  time the  issuer  will be  filing  this
     Form.



5.    Calculation of registration fee:
      (i)   Aggregate sale price of securities sold during
            the fiscal year pursuant to section 24(f):   $109,580,488
                                                          -------------

      (ii)  Aggregate price of securities redeemed or
            repurchased during the fiscal year:$165,219,045
                                                -----------

      (iii) Aggregate price of securities redeemed or
            repurchased during any PRIOR fiscal year
            ending no earlier than October 11, 1995 that
            were not previously used to reduce registration
            fees payable to the Commission:             $ 0
                                                         --

      (iv)  Total available redemption credits [add Items 5(ii)
            and 5(iii)]:                                 --$165,219,045
                                                            -----------

      (v)   Net sales -- if Item 5(i) is greater than Item 5(iv)
            [subtract Item 5(iv) from Item 5(i)]:                    $0

      (vi)  Redemption credits available for use in future years
            -- if Item 5(i) is less than Item 5(iv) [subtract
            Item 5(iv) from Item 5(i)]:          $55,638,557
                                                 -----------

      (vii) Multiplier for determining registration fee
            (See Instruction C.9):                        x    0.000264
                                                           ------------

      (viii)           Registration fee due [multiply Item 5(v) by Item
            5(vii)] (enter "0" if no fee is due):                   =$0
                                                                    ---

6.    Prepaid Shares

     If the  response  to item 5(i) was  determined  by  deducting  an amount of
securities  that were  registered  under the  Securities Act of 1933 pursuant to
rule 24e-2 as in effect  before  [effective  date of  rescisison of rule 24e-2],
then report the amount of securities  (number of shares or other units) deducted
here:  -0-. If there is a number of shares or other  units that were  registered
pursuant to rule 24e-2 remaining  unsold at the end of the fiscal year for which
this form is filed that are  available  for use by the  issuer in future  fiscal
years, then state that number here: -0-.

7.    Interest due -- if this Form is being filed more than 90 days after the
      end of the issuer's fiscal year (see Instruction D): +$____________

8.    Total of the amount of the registration fee due plus any interest due
      [line 5(viii) plus line 7]:     =$0

9.    Date the registration fee and any interest payment was sent to the
      Commission's lockbox depository:

      Method of Delivery:
            [    ]      Wire Transfer
            [    ]      Mail or other means


                                   SIGNATURES

     This Form has been signed below by the  following  persons on behalf of the
issuer and in the capacities and on the dates indicated.

By (Signature and Title)*   /s/Deborah M. Molini
                  DEBORAH M. MOLINI, ASSISTANT TREASURER


Date:


* Please print the name and title of the signing officer below the signature.