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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1. Name and Address of Reporting Person * DONAHUE J CHRISTOPHER   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) President & CEO (Last) (First) (Middle) 5800 CORPORATE DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 12/31/2012 (Street) PITTSBURGH, PA 15237-7000 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 12/31/2012   G V 6,778 (1) D (1) 82,755 (2) I Held indirectly by Comax Partners Limited Partnership Class B Common Stock               2,815,420 D   Class B Common Stock               592,766 I Held indirectly by power of attorney Class B Common Stock               82 I Held indirectly by AWOL, Inc. Class B Common Stock               283,636 I Held indirectly by Beechwood 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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
DONAHUE J CHRISTOPHER 5800 CORPORATE DRIVE PITTSBURGH, PA 15237-7000	X		President & CEO

Signatures

/s/ John D. Martini (Attorney-in-Fact)		02/13/2013
**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)	The reported securities are held by Comax Partners, a family partnership of which Beechmax, Inc. is the sole general partner and Mr. Donahue has a limited partnership interest. Mr. Donahue is a shareholder of Beechmax, Inc. On December 31, 2012, the reporting person gifted a portion of his limited partnership interest in Comax Partners to a trust for the benefit of certain family members, none of whom are members of his household. This transaction did not involve any public sale of shares.
(2)	The shares of FII Class B Common Stock reported represent Mr. Donahue's proportional beneficial interest in shares of issuer securities held by Comax Partners as shareholder of the general partner. Mr. Donahue disclaims beneficial ownership of the FII Class B Common Stock held by Comax Partners except to the extent of his pecuniary interest therein.
Remarks: The Power of Attorney dated June 12, 2012 is incorporated by reference.

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