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

FORM 3

(Print or Type Responses)
1.  Name and Address of Reporting Person*

Schappert                     Keith                   M.
(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)
      2/4/2002

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)
__ __Director               _________10% Owner
_X__Officer (give title below)      _________Other (specify below)

     President  and chief  executive  officer  of  Federated  Global  Investment
Management Corp., Passport Research Limited, Federated Investment Counseling and
Federated Investment Management Company

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
                             Beneficially   Direct (D)     Ownership (Instr. 5)
                             Owned          or
                             (Instr. 4)     Indirect
                                            (I)
                                            (Instr. 5)

Class B Common Stock      0






     * 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)
                                                                                                    
1. Title of Derivative      2.  Date           3.  Title and Amount of Securities         4.Conversion 5.          6.
   Security                    Exercisable        Underlying Derivative Security (Instr.  or           Ownership   Nature of
   (Instr. 4)                  and Expiration     4)                                      Exercise     Form of     Indirect
                               Date                                                       Price of     Derivative  Beneficial
                               (Month/Day/Year)                                           Derivative   Security:   Ownership
                                                                                          Security     Direct (D)  (Instr. 5)
                                                                                                       or
                                                                                                       Indirect
                                                                                                       (I)
                                                                                                       (Instr. 5)
                           Date        Expiration        Title          Amount or Number
                           Exercisable Date                             of Shares













     **  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/  Keith M. Schappert             February 8, 2002
--------------------------------    -----------------------
**Signature of Reporting Person     Date