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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*
Donahue Thomas R.
(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
3/99
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)
Vice President, Chief Financial Officer
7. INDIVIDUAL OR JOINT/GROUP FILING (CHECK APPLICABLE LIMIT)
___X__ 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 G 4,000 D 561,466 (1) D
Stock
Class B Common 865,338 I by Daniel
Stock McGrogan as
custodian
for minor
children
Class B Common G 4,000 A 267,580 I by J.
Stock Christopher
Donahue as
custodian
for minor
children
</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 48 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.
<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 Option
(Right to purchase)
Stock Option
(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 20,200 D
60,000 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/ THOMAS R. DONAHUE APRIL 9, 1999
- -------------------------------------- ---------------------------
**Signature of Reporting Person Date
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