Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
MCGONIGLE JOHN W
   2. Issuer Name and Ticker or Trading Symbol
FEDERATED INVESTORS INC /PA/ [FII] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Vice Chairman, Sec., Ex VP
(Last)
(First)
(Middle)
FEDERATED INVESTORS TOWER, 1001 LIBERTY AVENUE		 3. Date of Earliest Transaction (Month/Day/Year)
09/02/2008
(Street)

PITTSBURGH, PA 15222-3779		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class B Common Stock 09/02/2008   M   19,453 A $ 11.75 19,453 (1) I Held indirectly by the Grantor Trust
Class B Common Stock 09/02/2008   M   2,747 A $ 11.75 15,695 (1) I Held indirectly by 713 Investment Company, L.P.
Class B Common Stock 09/02/2008   M   17,700 A $ 13.2083 33,395 (1) I Held indirectly by 713 Investment Company, L.P.
Class B Common Stock 09/02/2008   M   9,440 A $ 29.8125 42,835 (1) I Held indirectly by 713 Investment Company, L.P.
Class B Common Stock 09/02/2008   M   7,420 A $ 31 50,255 (1) I Held indirectly by 713 Investment Company, L.P.
Class B Common Stock 09/02/2008   M   9,453 A $ 25.35 59,708 (1) I Held indirectly by 713 Investment Company, L.P.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $ 11.75 (2) 09/02/2008   M     19,453 (2) 01/26/1999 01/26/2009 Class B Common Stock 19,453 $ 0 2,747 I Held indirectly by the Grantor Trust (3)
Employee Stock Option (Right to Buy) $ 11.75 (2) 09/02/2008   M     2,747 (2) 01/26/1999 01/26/2009 Class B Common Stock 2,747 $ 0 0 I Held indirectly by 713 Investment Company, L.P.
Employee Stock Option (Right to Buy) $ 13.2083 (4) 09/02/2008   M     17,700 (4) 01/25/2000 01/24/2010 Class B Common Stock 17,700 $ 0 0 I Held indirectly by 713 Investment Company, L.P.
Employee Stock Option (Right to Buy) $ 29.8125 09/02/2008   M     9,440 01/23/2001 01/22/2011 Class B Common Stock 9,440 $ 0 0 I Held indirectly by 713 Investment Company, L.P.
Employee Stock Option (Right to Buy) $ 31 09/02/2008   M     7,420 01/15/2002 01/15/2012 Class B Common Stock 7,420 $ 0 0 I Held indirectly by 713 Investment Company, L.P.
Employee Stock Option (Right to Buy) $ 25.35 09/02/2008   M     9,453 12/18/2002 12/17/2012 Class B Common Stock 9,453 $ 0 0 I Held indirectly by 713 Investment Company, L.P.

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MCGONIGLE JOHN W
FEDERATED INVESTORS TOWER
1001 LIBERTY AVENUE
PITTSBURGH, PA 15222-3779		   X     Vice Chairman, Sec., Ex VP  

Signatures

 /s/ Gail C. Jones (Attorney-in-Fact)   09/04/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) In addition to the holdings set forth in Table I: 3,925,324 shares are held indirectly by Fairview Partners, L.P.
(2) This option was previously reported as covering 14,800 shares at an exercise price of $17.625 per share, but was adjusted to reflect the three-for-two stock split of Federated Investors, Inc. that occurred on June 22, 2000.
(3) The options reported in Column 9 are held indirectly by 713 Investment Company, L.P.
(4) This option was previously reported as covering 11,800 shares at an exercise price of $19.8125 per share, but was adjusted to reflect the three-for-two stock split of Federated Investors, Inc. that occurred on June 22, 2000.
 
Remarks:
The Power of Attorney dated July 26, 2006 is incorporated by reference.

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