UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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
(Print or Type Responses)
1. NAME AND ADDRESS OF REPORTING PERSON*
Donahue John F.
(LAST) (FIRST) (MIDDLE)
c/o Federated Investors Inc.
Federated Investors Tower
(STREET)
Pittsburgh PA 15222-3779
(CITY) (STATE) (ZIP)
2. DATE OF EVENT REQUIRING STATEMENT (MONTH/DAY/YEAR)
5/13/98
3. I.R.S. IDENTIFICATION NUMBER OF REPORTING PERSON, IF AN ENTITY (VOLUNTARY)
4. ISSUER NAME AND TICKER OR TRADING SYMBOL
Federated Investors Inc. FII
5. RELATIONSHIP OF REPORTING PERSON(S) TO ISSUER: (CHECK ALL IF APPLICABLE)
__X___Director ____X____10% Owner __X___Officer (give title below)
_________Other (specify below)
Chairman
6. IF AMENDMENT, DATE OF ORIGINAL (MONTH/DAY/YEAR)
7. INDIVIDUAL OR JOINT/GROUP FILING (CHECK APPLICABLE LIMIT)
___X___ Form filed by One Reporting Persons
_______ Form filed by More than One Reporting Persons
TABLE I -- NON-DERIVATIVE SECURITIES BENEFICIALLY OWNED
1. TITLE OF SECURITY 2. AMOUNT OF 3. OWNERSHIP 4. NATURE OF INDIRECT
(INSTR. 4) SECURITIES FORM: BENEFICIAL OWNERSHIP
BENEFICIALLY DIRECT (INSTR. 5)
OWNED (D) OR
(INSTR. 4) INDIRECT
(I)
(INSTR. 5)
Class B Common Stock 4,566,372 I By Comax Company
Class B Common Stock 4,650,000 I By Beechwood Company
Class B Common Stock 1,329,162 I By Shamrock Partners LP
Class A Common Stock 6,000 I By J. Christopher
Donahue, John F. Donahue
and
Rhodora J. Donahue, as
Trustees of the Voting
Shares Irrevocable trust
U/A dated May 31, 1989,
of John F. Donahue &
Rhodora J. Donahue
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
5(b)(v).
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<TABLE>
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TABLE II - DERIVATIVE SECURITIES BENEFICIALLY OWNED (E.G., PUTS,
CALLS, WARRANTS, OPTIONS, CONVERTIBLE SECURITIES)
<S> <C> <C> <C> <C> <C>
1. TITLE OF DERIVATIVE 2. DATE 3. TITLE AND AMOUNT OF SECURITIES 4.CONVERSION 5. OWNERSHIP 6. NATURE
SECURITY EXERCISABLE UNDERLYING DERIVATIVE SECURITY OR FORM OF OF INDIRECT
(INSTR. 4) AND EXPIRATION INSTR. 4) EXERCISE DERIVATIVE BENEFICIAL
DATE PRICE OF SECURITY OWNERSHIP
(MONTH/DAY/YEAR) DERIVATIVE DIRECT (D) (INSTR. 5)
SECURITY OR INDIRECT (I)
(INSTR. 5)
Date Expiration Title Amount or Number
Exercisable Date of Shares
</TABLE>
** 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 F. Donahue
**Signature of Reporting Person Date
