SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DONAHUE THOMAS R

(Last)

(First)

(Middle)

FEDERATED INVESTORS, INC.

FEDERATED INVESTORS TOWER

(Street)

PITTSBURGH

15222-3779

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FEDERATED INVESTORS INC /PA/ [ FII ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, CFO and Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

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 Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	09/15/2005		J	V	302,519	A	$0	302,519⁽¹⁾⁽³⁾	I	held indirectly by Beechwood Company, L.P.
Class B Common Stock	09/15/2005		J	V	223,333	A	$0	223,333⁽¹⁾⁽³⁾	I	held indirectly by Comax Partners Limited Partnership
Class B Common Stock	12/01/2005		S		40,000	D	$35.75	484,270⁽²⁾⁽³⁾	D
Class B Common Stock	12/01/2005		S		40,000	D	$35.75	805,550⁽³⁾	I	held indirectly by Maxfund Partners, L.P.
Class B Common Stock	12/01/2005		S		10,000	D	$35.75	100,510⁽³⁾	I	held indirectly by child
Class B Common Stock	12/01/2005		S		50,000	D	$35.75	492,185⁽³⁾	I	held indirectly by Dan McGrogan as custodian for minor children
Class B Common Stock	12/01/2005		S		9,385	D	$35.75	213,948⁽³⁾⁽⁴⁾	I	held indirectly by Comax Partners Limited Partnership

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On September 15, 2005 Thomas R. Donahue was gifted voting shares of the Beechmax Company, the general partner of the Beechwood Company L.P. and Comax Partners Limited Partnership. The Federated Investors, Inc. shares reported represent Mr. Donahue's proportional beneficial interest in the shares held by the Beechwood Company L.P. and Comax Partners Limited Partnership as a result of the gift.

2. This includes 72 shares of Federated Investors, Inc.'s Class B Common Stock held in Federated's Profit Sharing/401(k) Plan.

3. In addition to the securities reported in Column 5 of Table 1: 1,969 shares are held indirectly by spouse; and 262,165 shares are held indirectly by J. Christopher Donahue as custodian for minor children.

4. The Federated Investors, Inc. shares reported represent Mr. Donahue's proportional beneficial interest in the shares held by Comax Partners Limited Partnership.

Remarks:

The Power of Attorney filed February 26, 2003 is incorporated herein by reference.

	/s/ Kary Moore (Attorney in Fact)	12/05/2005
	** Signature of Reporting Person	Date
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).
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.