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 March 14, 2003 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. Transaction 3. Transaction 4. Securities Acquired 5. Amount of 6. Ownership 7. Nature Security Date Code (A) or Disposed of Securities Form: Direct of Indirect (Instr. 3) (Mon/day/year) (Instr. 8) (D) (Instr. 3, 4, and 5) Beneficially (D) or Beneficial Owned at End of Indirect (I) Ownership Month (Instr. 3 (Instr. 4) (Instr. 4) and 4) Code V Amount (A) or Price (D) Class B Common 308,661(1)(2) D Stock Class B Common 3/14/2003 S 250,000 D $24.50 3,488,438 I By Comax Stock Partners Limited Partnership Class B Common 272,292 I By Bay Road Stock Partners Class B Common 288,574 I By Shamrock Stock Properties, Inc. Class B Common 5,601,750 I By The Stock Beechwood Company Class B Common 338,000 I By Richmond Stock Farm Realty Trust Class B Common 10,000 (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. 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 Underlying Securities Derivative derivative Securities Derivative Security: Direct of (Instr. 3 and 4) Security Beneficially Owned at (D) or indirect (I) Indirect (Instr. 5) End of Month (Instr. 4) (Instr. 4) 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) Transferred 182,887 shares to Bay Road Partners. (3) Transferred 1,847 shares to Bay Road Partners. *** 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 March 18, 2003 ***Signature of Reporting Person Date