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*

McGonigle                     John                    W.
(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
April 15, 2003

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)
      Secretary, Executive Vice President, Chief Legal Officer

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 of
   Security        Date              Code              (A) or Disposed of (D)      Securities         Form: Direct     Indirect
   (Instr. 3)      (Mon/day/year)    (Instr. 8)        (Instr. 3, 4, and 5)        Beneficially       (D) or           Beneficial
                                                                                   Owned at End       Indirect (I)     Ownership
                                                                                   of Month           (Instr. 4)       (Instr. 4)
                                                                                   (Instr. 3 and 4)
                                     Code    V         Amount  (A) or  Price
                                                               (D)

Class B Common     4/15/2003           S               500,000  D      $27.875     4,548,784              I           By Fairview
   Stock                                                                                                              Partners







     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              Derivative             Exercisable and
(Instr. 3)                Price of          (Month/Day/Year)    (Instr. 8)        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           11.  Nature of
    Underlying Securities       Derivative      derivative Securities        Form of                  Indirect Beneficial
    (Instr. 3 and 4)            Security        Beneficially Owned at        Derivative               Ownership
                                (Instr. 5)      End of Month (Instr. 4)      Security:  Direct        (Instr. 4)
                                                                            (D) or indirect (I)
                                                                            (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/ Kary A. Moore (Attorney In Fact)               April 17, 2003
**Signature of Reporting Person                    Date