Edgar Filing: FEDERATED INVESTORS INC /PA/

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 ^*

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 and CEO

(Last)

(First)

(Middle)

C/O FEDERATED INVESTORS, INC., FEDERATED INVESTORS TOWER

3. Date of Earliest Transaction (Month/Day/Year)
01/28/2008

(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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	01/28/2008		S		15	D	$ 41.295	115,642 ⁽¹⁾ ⁽²⁾	I	Held indirectly by Comax Partners Limited Partnership
Class B Common Stock	01/28/2008		S		77	D	$ 41.3	115,565 ⁽¹⁾ ⁽²⁾	I	Held indirectly by Comax Partners Limited Partnership
Class B Common Stock	01/28/2008		S		98	D	$ 41.31	115,467 ⁽¹⁾ ⁽²⁾	I	Held indirectly by Comax Partners Limited Partnership
Class B Common Stock	01/28/2008		S		8	D	$ 41.32	115,459 ⁽¹⁾ ⁽²⁾	I	Held indirectly by Comax Partners Limited Partnership
Class B Common Stock	01/28/2008		S		26	D	$ 41.33	115,433 ⁽¹⁾ ⁽²⁾	I	Held indirectly by Comax Partners Limited Partnership
Class B Common Stock	01/28/2008		S		8	D	$ 41.355	115,425 ⁽¹⁾ ⁽²⁾	I	Held indirectly by Comax Partners Limited Partnership
Class B Common Stock	01/28/2008		S		30	D	$ 41.34	115,395 ⁽¹⁾ ⁽²⁾	I	Held indirectly by Comax Partners Limited Partnership
Class B Common Stock	01/28/2008		S		8	D	$ 41.35	115,387 ⁽¹⁾ ⁽²⁾	I	Held indirectly by Comax Partners Limited Partnership
Class B Common Stock	01/28/2008		S		1	D	$ 41.36	115,386 ⁽¹⁾ ⁽²⁾	I	Held indirectly by Comax Partners Limited Partnership
Class B Common Stock	01/29/2008		J		38	D	$ 0	302,405 ⁽²⁾ ⁽⁴⁾	I	Held indirectly by Beechwood Company L.P.
Class B Common Stock	01/29/2008		J⁽⁵⁾		500,000	D	$ 0	3,205,247 ⁽²⁾ ⁽³⁾	D

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DONAHUE J CHRISTOPHER C/O FEDERATED INVESTORS, INC. FEDERATED INVESTORS TOWER PITTSBURGH, PA 15222-3779	X		President and CEO

Signatures

/s/ Gail C. Jones (Attorney-in-Fact)		01/30/2008
^**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)	The Federated Investors, Inc. Shares reported represent Mr. Donahue's proportional beneficial interest in the Shares held by Comax Partners Limited Partnership.
(2)	In addition to holdings set forth in Table I: 77,676 shares are held indirectly by spouse; 978,346 shares are held indirectly by children; and 639,026 shares are held indirectly by power of attorney.
(3)	Includes 136,524 shares are FII Class B Common Stock held in Federated's Profit Sharing/401 (k) plan.
(4)	The Beechwood Company L.P. transferred a total of 500 Shares of Class B Common Stock to one of its employees as deferred compensation. The transfer reported by Mr. Donahue represents his proportional beneficial interest in the Federated Investors, Inc. Shares transferred by Beechwood Company L.P. to the Beechwood Company L.P. employee.
(5)	On January 29, 2008, Mr. and Mrs. Donahue transferred 500,000 Shares of Class B Common Stock to Tight Lines Capital Partners LLC in exchange for membership interests in Tight Lines Capital Partners LLC.
Remarks: The Power of Attorney filed July 25, 2006 is incorporated by reference. This Form represents part 3 of 3.

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