Federated Municipal Opportunities Fund, Inc.
Amendment #9
to the By-Laws
 (effective August 23, 2002)
Strike Section 1 - Article IV - OFFICERS and replace it with the following:
         Section 1.  GENERAL PROVISIONS.  The Officers of the Corporation
shall be a President, one or more Vice Presidents, a Treasurer, and a
Secretary.  The Board of Directors, in its discretion, may elect or
appoint a Chairman of the Board of Directors, one or more Vice Chairmen
of the Board of Directors, and other Officers or agents, including one
or more Assistant Vice Presidents, one or more Assistant Secretaries,
and one or more Assistant Treasurers.  A Vice President, the Secretary
or the Treasurer may appoint an Assistant Vice President, an Assistant
Secretary or an Assistant Treasurer, respectively, to serve until the
next election of Officers.  Two or more offices may be held by a single
person except the offices of President and Vice President may not be
held by the same person concurrently.  It shall not be necessary for
any Director or any Officer to be a holder of shares in any Series or
Class of the Corporation.
Strike Sections 7 - 13 from Article IV - OFFICERS and replace it with the
following:
         Section 7.  VICE CHAIRMAN OF THE BOARD OF DIRECTORS:  The Vice
Chairman, in the absence of the Chairman, shall perform such duties as may be
assigned to him from time to time by the Board of Directors of the
Corporation.  The Vice Chairman need not be a Director.
         Section 8.  PRESIDENT.  The President for Federated Municipal
Opportunities Fund, Inc. shall be the principal  executive officer of the
Corporation.  He shall, unless other provisions are made therefor by the
Board or Executive Committee, employ and define the duties of all employees
of the Corporation, shall have the power to discharge any such employees,
shall exercise general supervision over the affairs of the Corporation and
shall perform such other duties as may be assigned to him from time to time
by the Board of Directors.  In the absence of the Chairman of the Board of
Directors, the President or an officer or Director appointed by the
President, shall preside at all meetings of Shareholders.
	Section 9.  VICE PRESIDENT.  The Vice President (or if more than one,
the senior Vice President) in the absence of the President shall perform all
duties and may exercise any of the powers of the President subject to the
control of the Board.  Each Vice President shall perform such other duties as
may be assigned to him from time to time by the Board of Directors, the
Executive Committee, or the President.


	Section 10.  SECRETARY.  The Secretary shall keep or cause to be kept
in books provided for the purpose the Minutes of the Meetings of the
Shareholders, and of the Board of Directors; shall see that all Notices are
duly given in accordance with the provisions of these By-Laws and as required
by Law; shall be custodian of the records and of the Seal of the Corporation
and see that the Seal is affixed to all documents the execution of which on
behalf of the Corporation under its seal is duly authorized; shall keep
directly or through a transfer agent a register of the post office address of
each Shareholder, and make all proper changes in such register, retaining and
filing his authority for such entries; shall see that the books, reports,
statements, certificates and all other documents and records required by law
are properly kept and filed; and in general shall perform all duties incident
to the Office of Secretary and such other duties as may, from time to time,
be assigned to him by the Board of Directors, the Executive Committee, or the
President.
	Section 11.  TREASURER.  The Treasurer shall be the principal financial
and accounting officer of the Corporation and have supervision of the custody
of all funds and securities of the Corporation, subject to applicable law.
He shall perform such other duties as may be from time to time assigned to
him by the Board of Directors, the Executive Committee, or the President.
	Section 12.  ASSISTANT VICE PRESIDENT.  The Assistant Vice President or
Vice Presidents of the Corporation shall have such authority and perform such
duties as may be assigned to them by the Board of Directors, the Executive
Committee, or the President of the Corporation.
	Section 13.  ASSISTANT SECRETARIES AND ASSISTANT TREASURERS.  The
Assistant Secretary or Secretaries and the Assistant Treasurer or Treasurers
shall perform the duties of the Secretary and of the Treasurer respectively,
in the absence of those Officers and shall have such further powers and
perform such other duties as may be assigned to them respectively by the
Board of Directors or the Executive Committee or by the President.
	Section 14.  SALARIES.  The salaries of the Officers shall be fixed
from time to time by the Board of Directors.  No Officer shall be prevented
from receiving such salary by reason of the fact that he is also a Director
of the Corporation.


Current as of:  8/18/94