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
3/2000
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 of 2. 3. 4. Securities Acquired 5. Amount of 6. 7. Nature of
Security Transaction Transaction (A) or Disposed of (D) Securities Ownership Indirect
(Instr. 3) Date Code (Instr. 3, 4, and 5) Beneficially Form: Beneficial
(Mon/day/year)(Instr. 8) Owned at End of Direct (D) Ownership
Month (Instr. 3 or (Instr. 4)
and 4) Indirect
(I)
(Instr. 4)
Code V Amount (A) Price
or
(D)
Class B Common 3/17/2000 S 252,000 D $24.777 4,303,216 I by Fairview
Stock (1) (1) Partners, L.P.
</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) The reporting person contributed FII Class B Common Stock to an exchange
fund in exchange for shares of the exchange fund. FII Class B Common Stock
was valued at $24.777 per share for the purpose of determining the number
of shares of the exchange fund issuable to the reporting person.
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 2. Conversion 3. 4. Transaction 5. Number of 6. Date
Derivative Security or Exercise Transaction Code (Instr. Derivative Exercisable and
(Instr. 3) Price of Date 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
Exercisable Expiration
Date
7. Title and Amount of 8. Price of 9. Number of 10. Ownership 11. Nature of
Underlying Securities Derivative derivative Securities Form of Indirect Beneficial
(Instr. 3 and 4) Security Beneficially Owned at Derivative Ownership
(Instr. 5) End of Month (Instr. 4) Security: Direct (Instr. 4)
(D) or indirect
(I)
(Instr. 4)
Title Amount or
Number of
Shares
Explanation of Responses:
</TABLE>
** 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/ JOHN W. MCGONIGLE APRIL 10, 2000
**Signature of Reporting Person Date
