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 Thomas R.
(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 18, 2002
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
___X_____ Director ________ 10% Owner
___X_____ Officer (give title below) ________ Other (specify below)
Vice President, Chief Financial Officer, Treasurer
7. Individual or Joint/Group Reporting (Check Applicable Limit)
___X____ Form filed by One Reporting Person
_______ Form filed by More than One Reporting Person
Table I -- Non-Derivative Securities Acquired, Disposed of, or 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. 4) (Instr. 4)
(Instr. 3 and 4)
Code V Amount (A) or Price
(D)
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 or 3. 4. Transaction 5. Number of 6. Date Exercisable
Derivative Security Exercise Price of Transaction Code Derivative and Expiration Date
(Instr. 3) Derivative Date (Instr. 8) Securities (Month/Day/Year)
Security (Month/Day/Year) Acquired (A) or
Disposed of (D)
(Instr. 3, 4,
and 5)
Code V (A) (D) Date Expiration
Exercisable Date
Employee Stock $25.35 12/18/2002 A 42,541 12/18/2002 12/17/2012
Options (right to
purchase)
7. Title and Amount of 8. Price of 9. Number of 10. Ownership 11. Nature of
Underlying Securities Derivative derivative Form of Indirect Beneficial
(Instr. 3 and 4) Security Securities Derivative Ownership
(Instr. 5) Beneficially Owned Security: (Instr. 4)
at End of Month Direct (D) or
(Instr. 4) indirect (I)
(Instr. 4)
Title Amount or
Number of
Shares
Class B Common 42,541 $6.82 42,541 D
Stock
Explanation of Responses:
**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/ Thomas R. Donahue December 20, 2002
**Signature of Reporting Person Date