UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of
1934, Section 17(a) of the Public Utility Holding Company Act
of 1935 or Section 30(f) of the Investment Company Act of 1940
FORM 4
/ / Check this box if no longer subject to Section 16, Form 4 or Form 5
obligations may continue. See Instruction 1(b)
(Print or Type Responses)
1. NAME AND ADDRESS OF REPORTING PERSON*
Getz James F.
(LAST) (FIRST) (MIDDLE)
c/o Federated Investors, Inc.
Federated Investors Tower
(STREET)
Pittsburgh PA 15222-3779
(CITY) (STATE) (ZIP)
2. ISSUER NAME AND TICKER OR TRADING SYMBOL
Federated Investors, Inc. FII
3. I.R.S. IDENTIFICATION NUMBER OF REPORTING PERSON, IF AN ENTITY (VOLUNTARY)
4. STATEMENT FOR MONTH/YEAR
8/98
5. IF AMENDMENT, DATE OF ORIGINAL (MONTH/YEAR)
6. RELATIONSHIP OF REPORTING PERSON(S) TO ISSUER
(CHECK ALL APPLICABLE)
___X____ Director ________ 10% Owner
___X____ Officer (give title below) ________ Other (specify below)
President Retail Sales Division of Federated Securities Corp.
7. INDIVIDUAL OR JOINT/GROUP FILING (CHECK APPLICABLE LIMIT)
___X__ Form filed by One Reporting Person
_______ Form filed by More than One Reporting Person
<TABLE>
<CAPTION>
TABLE I -- NON-DERIVATIVE SECURITIES BENEFICIALLY OWNED
<S> <C> <C> <C> <C> <C> <C>
1. Title of 2. Transaction 3. Transaction 4. Securities Acquired (A) 5. Amount 6. 7. Nature of
Security Date Code or Disposed of (D) of Ownership Indirect
(Instr. 3) (Instr. 8) (Instr. 3, 4, and 5) Securities Form: Beneficial
(Month/day/year) Beneficially Direct (D) Onwership
Owned at End or (Instr. 4)
of Month Indirect
(Instr. 3 (I)
and 4) (Instr. 4)
Code V Amount (A) or Price
(D)
Class B Common 8/27/98 P 2,300 A 14.375 627,255 (1) D
Stock
Class B Common 8/27/98 P 2,700 A 14.125 627,255 (1) D
Stock
Class B Common 8/27/98 P 10,000 A 14.125 627,255 (1) D
Stock
Class B Common 8/28/98 P 4,000 A 14.6875 627,255 (1) D
Stock
Class B Common 8/28/98 P 1,000 A 14.50 627,255 (1) D
Stock
</TABLE>
Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction
4(b)(v).
1 Includes 17,155 shares of Issuer's Class B Common Stock acquired by the
Reporting Person, in an Exempt, Non-Reportable transaction under the
Federated Investors Profit Sharing Plan.
<TABLE>
<CAPTION>
FORM 4 (continued)
TABLE II - DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED
(E.G., PUTS, CALLS, WARRANTS, OPTIONS, COVERTIBLE SECURITIES)
<S> <C> <C> <C> <C> <C> <C>
1. Title of 2. Conversion or 3. Transaction 4. Transaction 5. Number of 6. Date Exercisable 7. Title and Amount
Derivative Exercise Price Date Code (Instr. 8) Derivative and Expiration Underlying
Security of Derivative (Month/Day/Year) Securities (Month/Day/Year) Securities
(Instr. 3) Security Acquired (A) (Instr. 3 and 4)
or Disposed of
(D)
(Instr. 3,4 and 5)
Code V (A) (D) Date Expiration Title Amount
Exercisable Date Number
of
Shares
8. Price of Derivative 9. Number of 10. Ownership Form of 11. Nature of Indirect
Security Derivative Derivative Security Beneficial Onwership
(Instr. 5) Securities Direct (D) or Indirect (Instr. 4)
Benficially (I) (Instr. 4)
Owned at End
of Month
(Instr. 4)
</TABLE>
Explanation of Responses:
** Intentional misstaments or omissions of facts constitute Federal Criminal
Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If
space is insufficient, See Instruction 6 for procedure. Potential persons who
are to respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB number.
/S/ JAMES F. GETZ SEPTEMBER 10, 1998
- -------------------------------- ------------------
**Signature of Reporting Person Date
