FEDERATED INVESTORS INC /PA/
10-Q/A, 1998-08-05
BLANK CHECKS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-Q



(Mark One)

      X     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

      For the quarterly period ended            March 31, 1998          OR
                                    ------------------------------------

     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

      For the transition period from                  to


                        Commission File Number 001-14818

                            Federated Investors, Inc.
             (Exact name of registrant as specified in its charter)


                     Incorporated in Pennsylvania 25-1111467
                                                (State or other jurisdiction of
                                                (IRS Employer incorporation or
                                                organization) Identification
                                                No.)


                            Federated Investors Tower
                       Pittsburgh, Pennsylvania 15222-3779
               (Address of principal executive offices) (Zip Code)

        (Registrant's telephone number, including area code) 412-288-1900

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes . No X *.

                     (APPLICABLE ONLY TO CORPORATE ISSUERS)

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the last practicable date: As of May 31, 1998, the
Registrant had outstanding 6,000 shares of Class A Common Stock and 86,337,000
shares of Class B Common Stock.

*   Initial S-1 Registration Statement effective May 13, 1998.



                                   SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
      registrant has duly caused this report to be signed on its behalf by the
      undersigned thereunto duly authorized.

                            Federated Investors, Inc.
                                  (Registrant)

        Date            June 16, 1998                 By:
                                          J. Christopher Donahue
                                          President and
                                          Chief Executive Officer


        Date            June 16, 1998                 By:
                                          Thomas R. Donahue
                                          Chief Financial Officer and
                                          Principal Accounting Officer







<TABLE> <S> <C>



<ARTICLE>                       5
       

<S>                             <C>

<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>               DEC-31-1997
<PERIOD-END>                    MAR-31-1998
<CASH>                          59,921,000
<SECURITIES>                    3,983,000
<RECEIVABLES>                   38,610,000
<ALLOWANCES>                    4,238,000
<INVENTORY>                     0
<CURRENT-ASSETS>                102,312,000
<PP&E>                          64,489,000
<DEPRECIATION>                  42,959,000
<TOTAL-ASSETS>                  388,890,000
<CURRENT-LIABILITIES>           73,155,000
<BONDS>                         306,826,000
           0
                     0
<COMMON>                        909,000
<OTHER-SE>                      (21,678,000)
<TOTAL-LIABILITY-AND-EQUITY>    388,890,000
<SALES>                         0
<TOTAL-REVENUES>                122,592,000
<CGS>                           0
<TOTAL-COSTS>                   82,699,000
<OTHER-EXPENSES>                6,152,000
<LOSS-PROVISION>                593,000
<INTEREST-EXPENSE>              5,718,000
<INCOME-PRETAX>                 31,745,000
<INCOME-TAX>                    10,908,000
<INCOME-CONTINUING>             20,837,000
<DISCONTINUED>                  0
<EXTRAORDINARY>                 0
<CHANGES>                       0
<NET-INCOME>                    20,837,000
<EPS-PRIMARY>                   0.25
<EPS-DILUTED>                   0.25

        


</TABLE>


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