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*
McAuley III Denis
(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 24, 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)
Principal Accounting Officer
7. Individual or Joint/Group Reporting (Check Applicable Limit)
___X___ Form filed by One Reporting Person
_______ Form filed by More than One Reporting Person
Table I -- Non-Derivative Securities Acquired,, Disposed of, or 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. 4) (Instr. 4)
(Instr. 3 and 4)
Code V Amount (A) or Price
(D)
Class B Common 4/24/2003 S 4,900 D $26.95
Stock 4/24/2003 S 200 D $26.92
4/24/2003 S 900 D $26.90 7,956 (1) D
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) Date Expiration
Code V (A) (D) Exercisable Date
7. Title and Amount of 8. Price of 9. Number of 10. Ownership 11. Nature of
Underlying Securities Derivative derivative Form of Indirect Beneficial
(Instr. 3 and 4) Security Securities Derivative Ownership
(Instr. 5) Beneficially Owned Security: (Instr. 4)
at End of Month Direct (D) or
(Instr. 4) indirect (I)
(Instr. 4)
Title Amount or
Number of
Shares
Explanation of Responses:
(1) Includes 6 shares of Federated Investors, Inc. Class B Common Stock held in
Federated's Profit Sharing/401(k) Plan.
** 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 25, 2003
**Signature of Reporting Person Date