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 C.
(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 _________10% Owner
__X___Officer (give title below) _________Other (specify below)
President and Chief Executive Officer
6. IF AMENDMENT, DATE OF ORIGINAL (MONTH/DAY/YEAR)
5/13/98
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
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1. TITLE OF SECURITY 2. AMOUNT OF 3. OWNERSHIP 4. NATURE OF INDIRECT
(INSTR. 4) SECURITIES FORM: BENEFICIAL OWNERSHIP
BENEFICIALLY DIRECT (D) (INSTR. 5)
OWNED OR INDIRECT
(INSTR. 4) (I) (INSTR.
5)
Class B Common Stock 582,000 I By Thomas J. Hickey as
custodian for minor
children
Class B Common Stock 1,095,780 I By Thomas R. Donahue as
custodian for minor
children
Class B Common Stock 3,545,448 D
Class B Common Stock 838,890 I By Power of Attorney
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
</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
5(b)(v).
TABLE II - DERIVATIVE SECURITIES BENEFICIALLY OWNED
(E.G., PUTS, CALLS, WARRANTS, OPTIONS, CONVERTIBLE SECURITIES)
<TABLE>
<CAPTION>
<S> <C> <C>
1. TITLE OF DERIVATIVE SECURITY 2. DATE EXERCISABLE 3. TITLE AND AMOUNT OF SECURITIES UNDERLYING
(INSTR. 4) AND EXPIRATION DERIVATIVE SECURITY (INSTR. 4)
DATE
(MONTH/DAY/YEAR)
Date Expiration Title Amount or Number of
Exercisable Date Shares
4. CONVERSION OR EXERCISE 5. OWNERSHIP FORM OF DERIVATIVE 6. NATURE OF INDIRECT OR BENEFICIAL
PRICE OF DERIVATIVE SECURITY SECURITY: DIRECT (D) OR OWNERSHIP (Instr. 5)
INDIRECT (I) (Instr. 5)
</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 C. DONAHUE FEBRUARY 1, 1999
- -------------------------------------- ---------------------------
**Signature of Reporting Person Date
