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 F.
(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/Day/Year
December 24, 2002
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
___X_____ Director ____X____ 10% Owner
___X_____ Officer (give title below) ________ Other (specify below)
Chairman
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 I -- Non-Derivative Securities Beneficially Owned
1. Title of 2. 3. 4. Securities Acquired 5. Amount of 6. Ownership 7. Nature
Security Transaction Transaction (A) or Disposed of Securities Form: Direct of Indirect
(Instr. 3) Date Code (D) (Instr. 3, 4, and Beneficially (D) or Beneficial
(Mon/day/year)(Instr. 8) 5) Owned at End of Indirect (I) Ownership
Month (Instr. 3 (Instr. 4) (Instr. 4)
and 4)
Code V Amount (A) or (D) Price
Class B Common 563,294(1)(3) D
Stock
Class B Common 4,059,438 I By Comax
Stock Partners
Limited
Partnership
Class B Common 87,558 I By Bay Road
Stock Partners
Class B Common 288,574 I By Shamrock
Stock Properties,
Inc.
Class B Common 12/24/2002 J(2) 1,000 D 5,703,250 I By The
Stock Beechwood
Company
Class B Common 437,000 I By Richmond
Stock Farm Realty
Trust
Class B Common 14,101(3) I AWOL, Inc.
Stock
Class B Common 20,810 I Oyster Bay
Stock Property,
Inc.
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).
FORM 4 (continued)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of 2. Conversion 3. 4. Transaction 5. Number of 6. Date
Derivative Security or Exercise Transaction Code (Instr. 8) Derivative Exercisable and
(Instr. 3) Price of Date 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 Expiration
Exercisable Date
7. Title and Amount of 8. Price of 9. Number of 10. Ownership Form of 11.
Underlying Securities Derivative derivative Securities Derivative Security: Direct Nature
(Instr. 3 and 4) Security Beneficially Owned at (D) or indirect (I) of
(Instr. 5) End of Month (Instr. 4) (Instr. 4) Indirect
Beneficial
Ownership
(Instr.
4)
Title Amount or
Number of
Shares
Explanation of Responses:
(1) Includes 308,661 shares of Federated Investors, Inc. Class B Common Stock
held in Federated's Profit Sharing/401(k) Plan
(2) The Beechwood Company transferred 1,000 shares of Class B Common Stock to
one of its officers as deferred compensation.
(3) Transferred 1,847 Shares from Direct holdings to AWOL, Inc.
*** 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 F. Donahue December 27, 2002
***Signature of Reporting Person Date