24F-2NT

                               Rule 24f-2 Notice

                           FEDERATED MUNICIPAL TRUST

                                  (Fund Name)


                           Federated Investors Tower
                      Pittsburgh, Pennsylvania 15222-3779

                             1933 Act No. 33-31259


  (i)   fiscal period for which notice is filed October 31, 1994

 (ii)   The number or amount of securities of the
        same class or series, if any, which had
        been registered under the Securities Act
        of 1933, other than pursuant to Rule 24f-2
        but which remained unsold at November 1, 1993,
        the beginning of the Registrant's fiscal
        period                                                -0-

(iii)   The number or amount of securities, if
        any, registered during the fiscal period
        of this notice other than pursuant to
        Rule 24f-2                                    21,358,868      21,358,868

  (iv)  The number or amount of securities
        sold during the fiscal period of this
        notice                                                     6,560,224,060

   (v)  The number or amount of securities sold
        during the fiscal period of this notice
        in reliance upon registration pursuant
        to Rule 24f-2 (see attached Computation
        of Fee)                                                    6,538,865,192



     WITNESS the due execution hereof this 15th day of December, 1994.



                                        By: /s/G. Andrew Bonnewell
                                            G. Andrew Bonnewell
                                            Assistant Secretary

                               COMPUTATION OF FEE


1. Actual aggregate sale price of Registrant's
   securities sold pursuant to Rule 24f-2 during
   the fiscal period for which the 24f-2 notice
   is filed (see Section v)..................................... $6,538,865,192

2. Reduced by the difference between:

   (a)  actual aggregate redemption price
        of such securities redeemed by the
        issuer during the fiscal period for
        which the 24f-2 notice is filed........ $6,125,448,482

   (b)  actual aggregate redemption price
        of such redeemed securities
        previously applied by the issuer
        pursuant to Section 24e(2)(a) for
        the fiscal period for which the
        24f-2 notice is filed..................             -0-   6,125,448,482


Total amount upon which the fee calculation specified
in Section 6(b) of the Securities Act of 1933 is
based...........................................................$   413,416,710


     FEE SUBMITTED (1/29 of 1% of Total amount).................$       142,557

EX-99.OPINIONLETTER

                    HOUSTON, HOUSTON & DONNELLY
                          ATTORNEYS AT LAW
                       2510 CENTRE CITY TOWER
WILLIAM McC. HOUSTON  PITTSBURGH, PA.  15222
FRED CHALMERS HOUSTON, JR.   __________
THOMAS J. DONNELLY
JOHN F. MECK             (412) 471-5828          FRED CHALMERS HOUSTON
                        FAX (412) 471-0736          (1914 - 1971)


MARIO SANTILLI, JR.
THEODORE M. HAMMER

                               December 14, 1994
                                       
                                       
                                       
Federated Municipal Trust
Federated Investors Tower
Pittsburgh, PA  15222-3779

Gentlemen:

      You have requested our opinion for use in conjunction with a Rule 24f-2
Notice for Federated Municipal Trust ("Trust") to be filed in respect of
shares of the Trust ("Shares") sold for the fiscal year ended October 31,
1994, pursuant to the Trust's registration statement filed with the Securities
and Exchange Commission ("SEC") under the Securities Act of 1933 (File No. 33-
31259) ("Registration Statement").

      In its Registration Statement, the Trust elected to register an
indefinite number of Shares pursuant to the provisions of SEC Rule 24f-2.

      We have reviewed the amended Registration Statement of the Trust and
such other documents and records deemed relevant.  On the basis of the
foregoing, it is our opinion that the Shares sold for the fiscal year ended
October 31, 1994, registration of which the Rule 24f-2 Notice makes definite
in number, were legally issued, fully paid and non-assessable.

      We consent to your filing this opinion as an Exhibit to the Rule 24f-2
Notice referred to above, the Registration Statement of the Trust and to any
application or registration statement filed under the Securities Laws of any
of the States of the United States.

                                          Very truly yours,

                                          Houston, Houston & Donnelly



                                          By:  /s/ Thomas J. Donnelly

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