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.
1001 Liberty Avenue
(Street)

Pittsburgh                    PA                      15222-3779
(City)                        (State)                 (Zip)

2.  Issuer Name and Ticker or Trading Symbol

Federated Premier Intermediate Municipal Income Fund      FPT


3.  I.R.S. Identification Number of Reporting Person, if an entity (voluntary)



4.  Transaction Date (Month/Day/Year)

12/20/2002


5.  If Amendment, Date of Original (Month/Day/Year)


6.  Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_______ Director              ________ 10% Owner
_______ Officer (give title below)  ___X___  Other (specify below)

Treasurer Federated Investment Management Co.


7.  Individual or Joint/Group Filing (Check Applicable Limit)
__X_   Form filed by One Reporting Person
_______  Form filed by More than One Reporting Person





                  Table I -- Non-Derivative Securities Beneficially Owned



                                                                       
1. Title    2.        2A.       3.         4.  Securities Acquired   5.         6.          7.
   of       TransactioDeemed       Transaction(A) or Disposed of     Amount of  Ownership   Nature
   Security Date      Execution    Code       (D) (Instr. 3, 4, and  Securities Form:       of
   (Instr.  (Month/DayDaterif                 5)                     BeneficiallDirect (D)  Indirect
   3)                 any          (Instr.                           Owned at   or          Beneficial
                      (Month/Day/  8)                                End of     Indirect    Ownership
                      Year)                                          Month      (I)         (Instr.
                                                                     (Instr. 3  (Instr. 4)  4)
                                                                     and 4)

                                Code V     Amount   (A) or   Price
                                                       (D)

Common      12/19/2002          P          3,350    A        $15     3,350      D
   Stock




     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.            3.            3A. Deemed    4.              5.  Number of    6.  Date
Derivative Security  Conversion    Transaction   Execution        Transaction  Derivative       Exercisable and
(Instr. 3)           or Exercise   Date          Date if any      Code         Securities       Expiration Date
                     Price of      (Month/Day/Yea(Month/Day/      (Instr. 8)   Acquired (A) or  (Month/Day/Year)
                     Derivative                  Year)                         Disposed of (D)
                     Security                                                  (Instr. 3, 4,
                                                                               and 5)

                                                               Code   V        (A)      (D)     Date
                                                                                                Exercisable  Expiration
                                                                                                             Date





                                                                                    

7.  Title and Amount of   8.  Price of    9.  Number of            10.  Ownership Form of           11.  Nature of
Underlying Securities     Derivative      derivative Securities    Derivative Security:  Direct     Indirect
(Instr. 3 and 4)          Security        Beneficially Owned at    (D) or indirect (I)              Beneficial
                          (Instr. 5)      End of Month (Instr. 4)  (Instr. 4)                       Ownership
                                                                                                    (Instr. 4)
Title        Amount or
             Number of
             Shares

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 23, 2002
**Signature of Reporting Person                            Date