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
bligations 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*
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
1999
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 REPORTING (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 ACQUIRED,, DISPOSED OF, OR BENEFICIALLY OWNED
<S> <C> <C> <C> <C> <C> <C>
1. Title of 2. 3. 4. Securities Acquired 5. Amount of 6. Ownership 7. Nature
Security Transaction Transaction (A) or Disposed of Securities Form: Direct of Indirect
(Instr. 3) Date Code (D) (Instr. 3, 4, and Beneficially (D) or Beneficial
(Mon/day/year)(Instr. 8) 5) Owned at End of Indirect (I) Ownership
Month (Instr. 4) (Instr. 4)
(Instr. 3 and 4)
Code V Amount (A) or Price
(D)
Class B Common 8/31/1999 J 610,700 D
Stock (1)
Class B Common 8/31/1999 J 610,700 A 610,700 I By Maxfund
Stock (1) Partners,
L.P.
Class B Common 503,223 I By Daniel
Stock McGrogan as
custodian
for minor
children.
Class B Common 173,680 I By J.
Stock Christopher
Donahue as
custodian
for minor
children
Class B Common 406,781 (2) D
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).
FORM 4 (continued)
TABLE II - DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED
(E.G., PUTS, CALLS, WARRANTS, OPTIONS, CONVERTIBLE SECURITIES)
1. Title of 2. Conversion 3. 4. Transaction 5. Number of 6. Date
Derivative Security or Exercise Transaction Code Derivative Exercisable and
(Instr. 3) Price of Date (Instr. 8) Securities Expiration Date
Derivative (Month/Day/Year) Acquired (A) or (Month/Day/Year)
Security Disposed of (D)
(Instr. 3, 4,
and 5)
Code V (A) (D) Date
ExercisableExpiration
Date
Stock Option
(Right to purchase)
Class B Common Stock
7. Title and Amount of 8. Price of 9. Number of 10. Ownership 11. Nature of
Underlying Securities Derivative derivative Form of Indirect Beneficial
(Instr. 3 and 4) Security Securities Derivative Ownership
(Instr. 5) Beneficially Owned Security: (Instr. 4)
at End of Month Direct (D) or
(Instr. 4) indirect (I)
(Instr. 4)
Title Amount or
Number of
Shares
Class B Common 80,200
Stock
</TABLE>
Explanation of Responses:
(1) Transfer of shares to Maxfund Parterners, L.P. of which the
reporting person and his immediate family are limited partners. The
general partner of Maxfund Partners, L.P. is a partnership of which the
reporting person is a partner.
(2) 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.
** 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 February 11, 2000
**Signature of Reporting Person Date
