UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
ANNUAL 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 5
/ / Check this box if no longer subject to Section 16, Form 4 or Form 5
obligations may continue. See Instruction 1(b) Form 3 Holdings Required
Form 4 Transactions Required
(Print or Type Responses)
1. NAME AND ADDRESS OF REPORTING PERSON*
Cherry, Jr. Arthur L.
(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
12/98
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 of Federated Services Company
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 of
Security Transaction Transaction or Disposed of (D) (Instr. Securities Form: Direct 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) (Instr. 4) Ownership
(Instr. 3 and 4)
Code V Amount (A) or Price
(D)
Class B Common 8/10/98 P 29 A 17.68 49,259 I by spouse as
Stock custodian for minor
children
Class B Common 11/13/98 P 30 A 18.25 49,259 I by spouse as
Stock custodian for minor
children
Class B Common 8/10/98 P 36 A 17.68 461,894 D
Stock
Class B Common 11/13/98 P 58 A 18.25 461,894 D
Stock
Class B Common 8/10/98 P 27 A 17.68 13,054 I by spouse
Stock
Class B Common 11/13/98 P 27 A 18.25 13,054 I by spouse
Stock
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).
</TABLE>
<PAGE>
<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 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)
Stock Option
(Right to purchase)
7. Title and Amount of Underlying 8. Price of 9. Number of 10. Ownership 11. Nature of Indirect
Securities (Instr. 3 and 4) Derivative derivative Securities Form of Derivative Beneficial Ownership
Security (Instr. 5) Beneficially Owned at Security: Direct (Instr. 4)
End of Month (Instr. 4) (D) or indirect (I)
(Instr. 4)
Title Amount or
Number of
Shares
22,200 D
300,000 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/ ARTHUR L. CHERRY FEBRUARY 10, 1999
- -------------------------------------- ---------------------------
**Signature of Reporting Person Date
