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

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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 J CHRISTOPHER

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

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⁾⁽²⁾	I	held indirectly by Beechwood Company L.P.
Class B Common Stock	09/15/2005		J	V	223,333	A	$0	223,333⁽¹⁾⁽²⁾	I	Held indirectly by Comax Partners Limited Partnership
Class B Common Stock	12/01/2005		S		9,385	D	$35.75	213,948⁽²⁾⁽³⁾	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 J. Christopher Donahue was gifted voting shares of 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 Beechwood Company L.P. and Comax Partners Limited Partnership as a result of the gift.

2. In addition to the securities reported in Column 5 of Table I: 4,219,459 shares are held directly (this includes 136,524 shares of FII Class B Common Stock held in Federated's Profit Sharing/401(k) plan); 50,296 shares are held indirectly by his spouse; 1,272,046 shares are held indirectly by his children; 439,940 shares are held indirectly by Daniel McGrogan as custodian for minor children; 5,075 shares are held indirectly by Tiger Investment Management, LLC; 636,566 shares are held indirectly by Power of Attorney; and 831,026 shares are held indirectly by Tom Donahue as custodian for minor children.

3. 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 3, 2003 is incorporated herein by reference.

	/s/ Kary A. 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).
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