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*
Fisher John B.
(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
11/99
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)
President - Institutional Sales Division of Federated Securities Corp.
7. INDIVIDUAL OR JOINT/GROUP FILING (CHECK APPLICABLE LIMIT)
_____ Form filed by One Reporting Person
_______ Form filed by More than One Reporting Person
<PAGE>
<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 11/10/1999 J V 85,000 D
Stock (1)
J V 85,000 A
(1)
235,388 (2) D
85,000 I by Rosewood
Limited
Partnership
</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).
<PAGE>
FORM 4 (continued)
<TABLE>
<CAPTION>
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 Code 5. Number of 6. Date Exercisable
Security (Instr. 3) or Exercise Date (Instr. 8) Derivative and Expiration Date
Price of (Month/Day/Year) Securities (Month/Day/Year)
Derivative Acquired (A) or
Security Disposed of (D)
(Instr. 3, 4, and
5)
Code V (A) (D) Date
Exercisable Expiration
Date
Stock Options
(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 Common 15,400 D
Stock
</TABLE>
Explanation of Responses:
(1) Transfer of shares to Rosewood Limited Partnership of which the
reporting person is the sole general partner and of which the reporting
person and certain immediate family members are the limited partners.
(2) Includes 20,388 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.
** 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 B. FISHER December 10, 1999
**Signature of Reporting Person Date
