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*

Maloney                             Eugene                       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/YEAR
        3/99

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)

        EXECUTIVE VICE PRESIDENT, FEDERATED INVESTORS MANAGEMENT

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.           3.              4.  Securities Acquired (A)     5.  Amount of        6.  Ownership     7.  Nature
   Security         Transaction      Transaction    or Disposed of (D) (Instr.   Securities           Form:  Direct     of Indirect
   (Instr. 3)       Date             Code           3, 4, and 5)                 Beneficially Owned   (D) or Indirect   Beneficial

                    (Mon/day/year)   (Instr. 8)                                  at End of Month      (I) (Instr. 4)    Ownership
                                                                                 (Instr. 3 and 4)                       (Instr. 4)
                                 Code    V       Amount     (A) or     Price

                                                               (D)

Class B Common      3/12/99      Code    S       85,000     D          17.00     25,000               I                 by spouse
Stock

Class B Common      3/12 /99     Code    S       125,000    D          17.00     199,087 (1)          D
   Stock






     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).

(1) Includes 83,237 shares of Issuer's Class B Common Stock acquired by the
Reporting Person, in an Exempt, Non-Reportable transaction under the Federated
Investors Profit Sharing Plan.





FORM 4 (continued)



     TABLE II - DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY
                                     OWNED

         (E.G., PUTS, CALLS, WARRANTS, OPTIONS, CONVERTIBLE SECURITIES)
                                                                                              
1.  Title of Derivative   2.  Conversion     3.  Transaction     4.  Transaction Code   5.  Number of        6.  Date Exercisable
Security (Instr. 3)       or Exercise        Date                   (Instr. 8)          Derivative           and Expiration Date

                          Price of           (Month/Day/Year)                           Securities           (Month/Day/Year)
                          Derivative                                                    Acquired (A) or
                          Security                                                      Disposed of (D)

                                                                                        (Instr. 3, 4, and
                                                                                        5)

                                                                 Code      V            (A)         (D)      Date        
                                                                                                             Exercisable  Expiration

                                                                                                                          Date

7.  Title and Amount of        8.  Price of        9.  Number of derivative       10.  Ownership Form of Derivative      11.
Underlying Securities          Derivative          Securities Beneficially        Security:  Direct (D) or indirect (I)  Nature
(Instr. 3 and 4)               Security (Instr.    Owned at End of Month          (Instr. 4)                             of

                               5)                  (Instr. 4)                                                            Indirect
                                                                                                                         Beneficial
                                                                                                                         Ownership
                                                                                                                         (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.

                                            APRIL 9, 1999              
/s/Eugene F. Maloney
**Signature of Reporting Person                                        Date