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* Donahue Thomas R. (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) Vice President, Chief Financial Officer, Treasurer 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 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 60,000 D $27.875 541,030 (1) D Stock Class B Common 1,429 I By Spouse Stock Class B Common 272,120 I By Stock J. Christopher Donahue as custodian for minor children Class B Common 4/15/2003 S 20,000 D $27.875 845,550 I By Maxfund Stock Partners, L.P. Class B Common 4/15/2003 S 120,000 D $27.875 648,249 I By Daniel Stock McGrogan as custodian for minor children 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: (1) Includes 72 shares of Federated Investor's Inc.'s 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 17, 2003 **Signature of Reporting Person Date