Edgar Filing: DONAHUE JOHN F

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

DONAHUE JOHN F

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	__X__ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chairman

(Last)

(First)

(Middle)

5800 CORPORATE DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
01/03/2005

(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)
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	01/03/2005		J⁽¹⁾		1,500	D	$ 0	5,596,750	I	By The Beechwood Company
Class B Common Stock	01/03/2005		G	V	164,000	D	$ 0	5,432,750 ⁽²⁾	I	By The Beechwood Company
Class B Common Stock	01/03/2005		G	V	164,000	A	$ 0	164,000	I	By The John F. Donahue and Rhodora J. Donahue Joint Revocable Trust
Class B Common Stock	01/03/2005		G	V	164,000	D	$ 0	0	I	By The John F. Donahue and Rhodora J. Donahue Joint Revocable Trust

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 JOHN F 5800 CORPORATE DRIVE PITTSBURGH, PA 15237-7000	X	X	Chairman

Signatures

Kary A. Moore (Attorney in fact)		01/04/2005
^**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)	he Beechwood Company transferred 1,500 shares of Class B Common Stock to one of its employees as deferred compensation.
(2)	In addition, 308,661 shares of Federated Investors, Inc. Class B Common Stock are held directly by Mr. John F. Donahue (this includes 308,661 shares of Federated Investors, Inc. Class B Common Stock held in Federated's Profit Sharing/401(k) Plan); 2,903,324 shares are held indirectly by Comax Partners Limited Partnership; 280,813 shares are held indirectly by Bay Road Partners; 294,843 shares are held indirectly by Shamrock Properties, Inc.; 338,000 shares are held indirectly by Richmond Farms, L.P.; 10,000 shares are held indirectly by AWOL, Inc.; 20,810 shares are held indirectly by Oyster Bay Property, Inc.; and 38,821 shares are held indirectly by Comax Land Company of Florida.
Remarks: Power of Attorney filed April 7, 2003 is incorporated by reference herein.

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