77Q 1 a

Money Market Obligations Trust

Amendment #5
to the By-Laws

(effective August 23, 2002)

Strike Section 1 of ARTICLE I - OFFICERS AND THEIR ELECTION,
and replace with the following:

           Section 1.  Officers.  The Officers of the Trust
shall be a President, one or more Vice Presidents, a Treasurer,
and a Secretary.  The Board of Trustees, in its discretion, may
also elect or appoint a Chairman of the Board of Trustees (who
must be a Trustee), a Vice Chairman of the Board of Trustees,
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 Trustee or any
Officer to be a holder of shares in any Series or Class of the
Trust.

Strike Sections 1 through 8 of Article II, and replace with the
following:

	Section 1.  Chairman of the Trustees ("Chairman").
The Chairman, if there be a Chairman, shall preside at the
meetings of Shareholders and of the Board of Trustees and shall
perform such other duties as may be assigned to him from time to
time by the Trustees.

	Section 2.  Vice Chairman of the Trustees ("Vice
Chairman").  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 Trustees or the Chairman.  The Vice Chairman need not
be a Trustee.

           Section 3.  President.  The President shall be the
principal executive officer of the Trust.  The President, in the
absence of the Chairman, shall perform all duties and may exercise
any of the powers of the Chairman subject to the control of the
other Trustees.  He shall counsel and advise the Chairman on matters
of major importance.  He shall have general supervision over the
business of the Trust and policies of the Trust.  He shall employ
and define the duties of all employees of the Trust, shall have
power to discharge any such employees, shall exercise general
supervision over the affairs of the Trust and shall perform such
other duties as may be assigned to him from time to time by the
Trustees, the Chairman or the Executive Committee.

	Section 4.  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 Trustees.  Each Vice President
shall perform such other duties as may be assigned to him from time
to time by the Trustees, the Chairman or the Executive Committee.
Each Vice President shall be authorized to sign documents on behalf
of the Trust.



	Section 5.  Secretary.  The Secretary shall be the chief legal
officer of the Trust responsible for providing legal guidance to the
Trust.  The Secretary shall keep or cause to be kept in books provided
for that purpose the Minutes of the Meetings of Shareholders and of the
Trustees; 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 Trust and see that the
Seal is affixed to all documents, the execution of which on behalf of
the Trust under its Seal is duly authorized; shall keep directly or
through a transfer agent a register of the post office address of each
shareholder of each Series or Class of the Trust, 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 Trustees, Chairman or the Executive Committee.

	Section 6.  Treasurer.  The Treasurer shall be the principal
financial and accounting officer of the Trust responsible for the
preparation and maintenance of the financial books and records of the
Trust.  He shall deliver all funds and securities belonging to any
Series or Class to such custodian or sub-custodian as may be employed
by the Trust for any Series or Class.  The Treasurer shall perform
such duties additional to the foregoing as the Trustees, Chairman or
the Executive Committee may from time to time designate.

	Section 7.  Assistant Vice President.  The Assistant Vice
President or Vice Presidents of the Trust shall have such authority
and perform such duties as may be assigned to them by the
Trustees, the Executive Committee or the Chairman.

	Section 8.  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 Trustees or the Executive
Committee or the Chairman.

	Section 9.  Salaries.  The salaries of the Officers shall be
fixed from time to time by the Trustees.  No officer shall be
prevented from receiving such salary by reason of the fact that he
is also a Trustee.