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.