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 John F. (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 24, 2002 5. If Amendment, Date of Original (Month/Year) 6. Relationship of Reporting Person(s) to Issuer (Check all applicable) ___X_____ Director ____X____ 10% Owner ___X_____ Officer (give title below) ________ Other (specify below) Chairman 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 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. 3 (Instr. 4) (Instr. 4) and 4) Code V Amount (A) or (D) Price Class B Common 563,294(1)(3) D Stock Class B Common 4,059,438 I By Comax Stock Partners Limited Partnership Class B Common 87,558 I By Bay Road Stock Partners Class B Common 288,574 I By Shamrock Stock Properties, Inc. Class B Common 12/24/2002 J(2) 1,000 D 5,703,250 I By The Stock Beechwood Company Class B Common 437,000 I By Richmond Stock Farm Realty Trust Class B Common 14,101(3) I AWOL, Inc. Stock Class B Common 20,810 I Oyster Bay Stock Property, Inc. 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 3. 4. Transaction 5. Number of 6. Date Derivative Security or Exercise Transaction Code (Instr. 8) Derivative Exercisable and (Instr. 3) Price of Date Securities Expiration Date Derivative (Month/Day/Year) Acquired (A) or (Month/Day/Year) Security Disposed of (D) (Instr. 3, 4, and 5) Code V (A) (D) Date Expiration Exercisable Date 7. Title and Amount of 8. Price of 9. Number of 10. Ownership Form of 11. Underlying Securities Derivative derivative Securities Derivative Security: Direct Nature (Instr. 3 and 4) Security Beneficially Owned at (D) or indirect (I) of (Instr. 5) End of Month (Instr. 4) (Instr. 4) Indirect Beneficial Ownership (Instr. 4) Title Amount or Number of Shares Explanation of Responses: (1) Includes 308,661 shares of Federated Investors, Inc. Class B Common Stock held in Federated's Profit Sharing/401(k) Plan (2) The Beechwood Company transferred 1,000 shares of Class B Common Stock to one of its officers as deferred compensation. (3) Transferred 1,847 Shares from Direct holdings to AWOL, Inc. *** 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/ John F. Donahue December 27, 2002 ***Signature of Reporting Person Date