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
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)
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 2. Transaction 3.Transaction 4. Securities Acquired 5. Amount 6.Ownership 7.Nature
of Security Date Code (A) or Disposed of (D) of Securities Form: of
(Instr. 3) (Month/day/Year) (Instr. 8) (Instr. 3, 4, and 5) Beneficially Direct (d) Indirect
Owned at or Indirect Beneficial
End of Month (I) (Instr.4) Ownership
(Instr.4)
Code V Amount (A) or Price
(D)
Class B Common Stock 12/16/98 J(1) 60,000 D 4,706,300 I by Fairview
Partners
Class B Common Stock 12/21/98 S 147,200 D 17.00 4,706,300 I by Fairview
Partners
Class B Common Stock 12/23/98 S 102,800 D 17.00 4,706,300 I by Fairview
Partners
Class B Common Stock 116,796(2) D
</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) Non-Pro Rata distribution to Limited Partners of Fairview Partners
(2) Includes 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
<PAGE>
FORM 4 (continued)
TABLE II - DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED
<TABLE>
<CAPTION>
(E.G., PUTS, CALLS, WARRANTS, OPTIONS, COVERTIBLE SECURITIES)
<S> <C> <C> <C> <C> <C> <C>
1. Title of 2. 3. 4. 5. Number of 6. Date 7. Title and Amount of
Derivaative Security Conversion or Transaction Transaction Derivative Exercisable and Underlying Securities
(Instr. 3) Exercise Date Code Securities Expiration Date (Instr. 3 and 4)
Price of (Month/Day/Year) (Instr. 8) Acquired (A) (Month/Day/Year)
Derivative or Disposed of
Security (D)
(Instr. 3, 4,
and 5)
Code V (A) (D) Date Expiration Title Amount or
Exercisable Date Number of
Shares
8. 9. 10. 11.
Price Number Ownership Nature of
of of Form of Indirect
Derivative derivative Derivative Benficial
Secuirty Securities Security: Onwership
(Instr. 5) Benficially Direct (D) (Instr. 4)
Owned at or indirect
End of (I)
Month (Instr. 4)
(Instr.4
</TABLE>
Explanation of Responses:
** Intentional misstaments 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 JANUARY 7, 1998
- -------------------------------------- ---------------------------
**Signature of Reporting Person Date
