EX-99

Report of Ernst & Young LLP, Independent Auditors

To the Shareholders and 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. for the year
ended August 31, 2002, we considered its internal control,
including control activities for safeguarding securities, in
order 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, not to provide assurance on
internal control.

The management of Federated Municipal Opportunities Fund, Inc.
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 controls.  Generally, controls that are
relevant to an audit pertain to the entity's objective of
preparing financial statements for external purposes that are
fairly presented in conformity with accounting principles
generally accepted in the United States of America.  Those
controls include the safeguarding of assets against unauthorized
acquisition, use, or disposition.

Because of inherent limitations in internal control, error or
fraud may occur and not be detected.  Also, projection of any
evaluation of internal control to future periods is subject to
the risk that it may become inadequate because of changes in
conditions or that the effectiveness of the design and operation
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 internal control components does not reduce to a relatively
low level the risk that misstatements caused by error 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 and its operation, including controls for
safeguarding securities, that we consider to be material
weaknesses as defined above as of August 31, 2002.

This report is intended solely for the information and use of
management and the Board of Directors 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, 2002

EX-99.77Q3.CERT

Exhibit 77Q3 to Form N-SAR for
Federated Municipal Opportunities Fund, Inc.

PEO Certifications

(a) (i):  The registrant's President and Treasurer have concluded
          that the registrant's disclosure controls and procedures
          (as defined in rule 30a-2 under the Investment Company
          Act of 1940 (the "Act") ) are effective in design and
          operation and are sufficient to form the basis of the
          certifications required by Rule 30a-2 under the Act,
          based on their evaluation of these disclosure controls
          and procedures within 90 days of the filing date of
          this report on Form N-SAR.

(a) (ii): There were no significant changes in the registrant's
          internal controls, or the internal controls of its
          service providers, or in other factors that could
          significantly affect these controls subsequent to
          the date of their evaluation, including any corrective
          actions with regard to significant deficiencies and
          material weaknesses.

(a) (iii): CERTIFICATIONS

I, J. Christopher Donahue, certify that:

1.   I have reviewed this report on Form N-SAR of Federated
     Municipal Opportunities Fund, Inc. ("registrant"),

2.   Based on my knowledge, this report does not contain any
     untrue statement of a material fact or omit to state a
     material fact necessary to make the statements made, in
     light of the circumstances under which such statements
     were made, not misleading with respect to the period
     covered by this report;

3.   Based on my knowledge, the financial information included
     in this report, and the financial statements on which
     the financial information is based,fairly present in
     all material respects the financial condition, results
     of operations, changes in net assets, and cash flows
     (if the financial statements are required to include a
     statement of cash flows) of the registrant as of, and
     for, the periods presented in this report;

4.   The registrant's other certifying officers and I are
     responsible for establishing and maintaining disclosure
     controls and procedures (as defined in rule 30a-2(c)
     under the Investment Company Act) for the registrant
     and have:

a)   designed such disclosure controls and procedures to
     ensure that material information relating to the
     registrant, including its consolidated subsidiaries,
     is made known to us by others within those entities,
     particularly during the period in which this report
     is being prepared;

b)   evaluated the effectiveness of the registrant's
     disclosure controls and procedures as of a date within
     90 days prior to the filing date of this report (the
     "Evaluation Date"); and

c)   presented in this report our conclusions about the
     effectiveness of the disclosure controls and procedures
     based on our evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have
     disclosed, based on our most recent evaluation, to the
     registrant's auditors and the audit committee of the
     registrant's board of directors (or persons performing
     the equivalent functions):

a)   all significant deficiencies in the design or operation
     of internal controls which could adversely affect the
     registrant's ability to record, process, summarize, and
     report financial data and have identified for the
     registrant's auditors any material weaknesses in
     internal controls; and

b)   any fraud, whether or not material, that involves
     management or other employees who have a significant
     role in the registrant's internal controls; and

6.   The registrant's other certifying officers and I have
     indicated in this report whether or not there were
     significant changes in internal controls or in other
     factors that could significantly affect internal
     controls subsequent to the date of our most recent
     evaluation, including any corrective actions with
     regard to significant deficiencies and material
     weaknesses.


Date: October 28, 2002
/S/ J. Christopher Donahue
President - Principal Executive Officer


Exhibit 77Q3 to Form N-SAR for
Federated Municipal Opportunities Fund, Inc.

PFO Certifications

 (a) (i): The registrant's President and Treasurer have concluded
           that the registrant's disclosure controls and
           procedures (as defined in rule 30a-2 under the
           Investment Company Act of 1940 (the "Act") )
           are effective in design and operation and are
           sufficient to form the basis of the certifications
           required by Rule 30a-2 under the Act, based on
           their evaluation of these disclosure controls and
           procedures within 90 days of the filing date of
           this report on Form N-SAR.

(a) (ii): There were no significant changes in the registrant's
           internal controls, or the internal controls of its
           service providers, or in other factors that could
           significantly affect these controls subsequent to the
           date of their evaluation, including any corrective
           actions with regard to significant deficiencies and
           material weaknesses.

(a) (iii): CERTIFICATIONS

I, Richard J. Thomas certify that:

1.   I have reviewed this report on Form N-SAR of Federated
     Municipal Opportunities Fund, Inc. ("registrant"),

2.   Based on my knowledge, this report does not contain any
     untrue statement of a material fact or omit to state a
     material fact necessary to make the statements made, in
     light of the circumstances under which such statements
     were made, not misleading with respect to the period
     covered by this report;

 3.  Based on my knowledge, the financial information
     included in this report, and the financial statements
     on which the financial information is based, fairly
     present in all material respects the financial
     condition, results of operations, changes in net
     assets, and cash flows (if the financial statements
     are required to include a statement of cash flows)
     of the registrant as of, and for, the periods presented
     in this report;

4.   The registrant's other certifying officers and I are
     responsible for establishing and maintaining disclosure
     controls and procedures (as defined in rule 30a-2(c) under
     the Investment Company Act) for the registrant and have:

a)   designed such disclosure controls and procedures to
     ensure that material information relating to the registrant,
     including its consolidated subsidiaries, is made known to
     us by others within those entities, particularly during
     the period in which this report is being prepared;

b)   evaluated the effectiveness of the registrant's disclosure
     controls and procedures as of a date within 90 days prior
     to the filing date of this report (the "Evaluation Date");
     and

c)   presented in this report our conclusions about the
     effectiveness of the disclosure controls and procedures
     based on our evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have
     disclosed, based on our most recent evaluation, to the
     registrant's auditors and the audit committee of the
     registrant's board of directors (or persons performing
     the equivalent functions):

a)   all significant deficiencies in the design or operation
     of internal controls which could adversely affect the
     registrant's ability to record, process, summarize, and
     report financial data and have identified for the
     registrant's auditors any material weaknesses in
     internal controls; and

b)   any fraud, whether or not material, that involves
     management or other employees who have a significant
     role in the registrant's internal controls; and

6.   The registrant's other certifying officers and I have
     indicated in this report whether or not there were
     significant changes in internal controls or in other
     factors that could significantly affect internal
     controls subsequent to the date of our most recent
     evaluation, including any corrective actions with
     regard to significant deficiencies and material
     weaknesses.


Date: October 28, 2002
/S/ Richard J. Thomas
Treasurer - Principal Financial Officer