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 Richard 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
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)
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 I -- NON-DERIVATIVE SECURITIES BENEFICIALLY OWNED
<TABLE>
<CAPTION>
<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 12/2/98 G 50,000 D 17.3125 3,764,800 I by Fisher
Investment
Company
Class B Common Stock 12/2/98 G 20,000 D 17.3125 3,764,800 I by Fisher
Investment
Company
Class B Common Stock 12/2/98 J(1) 30,000 D 3,764,800 I by Fisher
Investment
Company
Class B Common Stock 12/17/98 S 100,000 D 17 3,764,800 I by Fisher
Investment
Company
Class B Common Stock 30,000 D(2)
</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) Represents a non-pro-rata distribution to Reporting Persons as General
partner of Fisher Investment Company.
(2) Represents 30,000 shares of Issuer's Class B Common Stock acquired by the
Reporting Person in an Exempt, Non-Reportable distribution from Fisher
Investment Company, a partnership indirectly owned by the reporting person.
<TABLE>
<CAPTION>
FORM 4 (continued)
TABLE II - DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED
(E.G., PUTS, CALLS, WARRANTS, OPTIONS, COVERTIBLE SECURITIES)
<S> <C> <C> <C> <C> <C>
1. Title of 2. 3. 4. 5. Number of 6. Date
Derivaative Security Conversion or Transaction Transaction Derivative Exercisable and
(Instr. 3) Exercise Date Code Securities Expiration Date
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
Exercisable Date
7. Title and Amount of 8. Price of 9. Number of 10. Ownership Form of 11. Nature of
Underlying Securities Derivative Derivative Derivative Security: of Indirect
(Instr. 3 and 4) Security Securities Direct (D) or Beneficial
(Instr. 5) Beneficially Indirect (I) Ownership
Owned at End of (Instr. 4) (instr. 4)
Month (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/ RICHARD B. FISHER JANUARY 7, 1999
- -------------------------------------- ---------------------------
**Signature of Reporting Person Date
