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*
Donahue John C.
(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
1/99
5. IF AMENDMENT, DATE OF ORIGINAL (MONTH/YEAR)
6. RELATIONSHIP OF REPORTING PERSON(S) TO ISSUER
(CHECK ALL APPLICABLE)
_______ Director ________ 10% Owner
_______ Officer (give title below) ________ Other (specify below)
7. INDIVIDUAL OR JOINT/GROUP FILING (CHECK APPLICABLE LIMIT)
_____ Form filed by One Reporting Person
_______ Form filed by More than One Reporting Person
<PAGE>
<TABLE>
<CAPTION>
TABLE I -- NON-DERIVATIVE SECURITIES BENEFICIALLY OWNED
<S> <C> <C> <C> <C> <C> <C>
1. Title of Security 2. Transaction 3. Transaction 4. Securities Acquired (A) or 5. Amount of 6. 7.Nature of
(Instr. 3) Date Code Disposed of (D) Securities Ownership Indirect
(Instr. 8) (Instr. 3, 4, and 5) Beneficially Form: Beneficial
(Month/day/year) Owned at End Direct (D) Onwership
of Month or Indirect(Instr. 4)
(Instr. 3 and (I) (Instr.
4) 4)
Code V Amount (A) or Price
(D)
Class B Common Stock 1/28/99 G 12,870 D 3,623,594 (1) D
Class B Common Stock 582,000 I by Daniel
McGrogan as
custodian for
minor children
Class B Common Stock 1,100,460 I by Thomas
Donahue as
custodian for
minor children
Class B Common Stock 841,230 I by power of
attorney
Class A Common Stock 6,000 I by J.
Christopher
Donahue, John
F. Donahue and
Rhodora J.
Donahue as
Trustee of the
Voting Shares
Irrevocable
Trust V/A dated
May 31, 1989 of
John F. Donahue
and Rhodora J.
Donahue
</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 Includes 91,016 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.
<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> <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. Price of Derivative 9. Number of 10. Ownership 11. Nature
Security (Instr. 5) Derivative Form of Derivative of Indirect
Securities Security: Direct Beneficial
Beneficially (D) or Indirect (I) Ownership (Instr. 4)
Owned at End (Instr. 4)
of 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/J. CHRISTOPHER DONAHUE FEBRUARY 10, 1999
**Signature of Reporting Person Date