EX-99

Report of Independent Auditors


To the Board of Trustees of
Federated Core Trust

In planning and performing our audits of the financial statements of
High Yield Bond Portfolio and Federated Mortgage Core Portfolio (the
two portfolios constituting Federated Core Trust) (the "Trust") for
the year ended December 31, 2003, 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 the Trust 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.  Those controls include the safeguarding of
assets against unauthorized acquisition, use, or disposition.

Because of inherent limitations in internal control, errors 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
errors 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 December 31, 2003.

This report is intended solely for the information and use of
management and the Board of Trustees of Federated Core Trust and the
Securities and Exchange Commission and is not intended to be and should
not be used by anyone other than these specified parties.





February 10, 2004

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EX-99

SUB-ITEM 77E:  LEGAL PROCEEDINGS

LEGAL PROCEEDINGS
In October, 2003, Federated Investors, Inc. and various subsidiaries thereof
(collectively, "Federated"), along with various investment companies
sponsored by Federated ("Funds") were named as defendants in several class
action lawsuits filed in the United States District Court for the Western
District of Pennsylvania seeking damages of unspecified amounts.  The lawsuits
were purportedly filed on behalf of people who purchased, owned and/or
redeemed shares of Federated-sponsored mutual funds during specified periods
beginning November 1, 1998.  The suits are generally similar in alleging that
Federated engaged in illegal and improper trading practices including market
timing and late trading in concert with certain institutional traders, which
allegedly caused financial injury to the mutual fund shareholders.  The Board
of the Funds has retained the law firm of Dickstein Shapiro Morin & Oshinsky
LLP to represent the Funds in these lawsuits. Federated and the Funds and
their respective counsel are reviewing the allegations and will respond
appropriately.  Additional lawsuits based upon similar allegations may be
filed in the future.  Although Federated does not believe that these lawsuits
will have a material adverse effect on the Funds, there can be no assurance
that these suits, the ongoing adverse publicity and/or other developments
resulting from related regulatory investigations will not result in increased
Fund redemptions, reduced sales of Fund shares, or other adverse consequences
for the Funds.


Exhibit 77(Q1)(a)




Federated Core Trust

Amendment #5
to the By-Laws

Effective August 25, 2003

	Insert the following into Article II, Power and Duties of Trustees and
Officers, and renumber Section 10 as Section 11:

	Section 10.  Chief Legal Officer.  The Chief Legal Officer  shall serve
as Chief Legal Officer for the Trust, solely for purposes of complying with
the attorney conduct rules ("Attorney Conduct Rules") enacted by the
Securities Exchange Commission pursuant to Section 307 of the Sarbanes-Oxley
Act of 2002 (the "Act").  The Chief Legal Officer shall have the authority
to exercise all powers permitted to be exercised by a chief legal officer
pursuant to Section 307 of the Act.  The Chief Legal Officer, in his sole
discretion, may delegate his responsibilities as Chief Legal Officer under the
Attorney Conduct Rules to another attorney or firm of attorneys.