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*
McGonigle John W.
(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
1/99
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)
SECRETARY, EXECUTIVE VICE PRESIDENT
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. 3. 4. Securities Acquired (A) 5. Amount of 6. Ownership 7. Nature
Security Transaction Transaction or Disposed of (D) (Instr. Securities Form: Direct of Indirect
(Instr. 3) Date Code 3, 4, and 5) Beneficially Owned (D) or Indirect Beneficial
(Mon/day/year) (Instr. 8) at End of Month (I) (Instr. 4) Ownership
(Instr. 3 and 4) (Instr. 4)
Code V Amount (A) or Price
(D)
Class B Common 4,706,300 I by Fairview
Stock Partners
Class B Common 116,796 (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) 116,796 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, CONVERTIBLE SECURITIES)
<S> <C> <C> <C> <C> <C>
1. Title of Derivative 2. Conversion 3. Transaction 4. Transaction 5. Number of 6. Date Exercisable
Security (Instr. 3) or Exercise Date Code (Instr. 8) Derivative and Expiration Date
Price of (Month/Day/Year) Securities Acquired (Month/Day/Year)
Derivative (A) or Disposed of
Security (D)
(Instr. 3, 4, and 5)
Code V (A) (D) Date Expiration
Exercisable Date
Stock Options 17 5/8 1/26/99 V 14,800 1/26/99 1/26/2009
(Right to purchase)
7. Title and Amount of 8. Price of 9. Number of derivative 10. Ownership Form of Derivative 11.
Underlying Securities Derivative Securities Beneficially Security: Direct (D) or indirect (I) Nature
(Instr. 3 and 4) Security (Instr. Owned at End of Month (Instr. 4) of
5) (Instr. 4) Indirect
Beneficial
Ownership
(Instr.
4)
Title Amount or
Number of
Shares
Class B 14,800 7.02 14,800 D
</TABLE>
Explanation of Responses:
** Intentional misstatements 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/ JOHN W. MCGONIGLE FEBRUARY 10, 1999
- -------------------------------------- ---------------------------
**Signature of Reporting Person Date
