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*

Schappert                     Keith                   M.
(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/Da;y/Year
      February 5, 2003

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


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

     President  and chief  executive  officer  of  Federated  Global  Investment
Management Corp.,  Passport Research Limited and Federated Investment Management
Company

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  2/5/2003        A             40,000    A                        40,000                  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.  Conversion     3. Transaction      4.  Transaction     5.  Number of            6.  Date
Derivative Security  or Exercise           Date                 Code (Instr. 8)     Derivative               Exercisable and
(Instr. 3)           Price of              (Month/Day/Year)                         Securities               Expiration Date
                     Derivative                                                     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. Nature of
Underlying Securities     Derivative      derivative Securities    Derivative Security:  Direct     Indirect Beneficial
(Instr. 3 and 4)          Security        Beneficially Owned at    (D) or indirect (I)              Ownership
                          (Instr. 5)      End of Month (Instr. 4)  (Instr. 4)                       (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/ Keith M. Schappert              February 6, 2003
**Signature of Reporting Person     Date