8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Act of 1934

Date of Report (Date of earliest event reported): April 14, 2008

FEDERATED INVESTORS, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania	001-14818	25-1111467
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Federated Investors Tower

Pittsburgh, Pennsylvania 15222-3779

(Address of principal executive offices, including zip code)

(412) 288-1900

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On April 14, 2008, Federated Investors, Inc. issued the earnings press release attached hereto as Exhibit 99.1 to report preliminary first quarter 2008 results.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits:

Exhibit 99.1 – Preliminary earnings press release issued by Federated Investors, Inc. dated April 14, 2008

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FEDERATED INVESTORS, INC.
	(REGISTRANT)
Dated: April 14, 2008	By:	/s/ Thomas R. Donahue
		Thomas R. Donahue
		Chief Financial Officer

EX-99.1

Exhibit 99.1

Press Release

Federated Investors, Inc. Reports Preliminary First Quarter 2008 Financial Results

• Total managed assets reach a record $338 billion

• Money market assets increase to a record $278 billion

(PITTSBURGH, Pa., April 14, 2008) — Federated Investors, Inc. (NYSE: FII), one of the nation’s largest investment managers, today reported preliminary earnings per diluted share (EPS) of $0.55 for the quarter ended March 31, 2008, compared to $0.50 reported for the quarter ended March 31, 2007, an increase of 10 percent. Federated’s preliminary net income was $56 million for Q1 2008 compared to $52 million for Q1 2007, an increase of 8 percent. These results and explanations are preliminary and are subject to change.

Federated’s total managed assets were a record $338.5 billion at March 31, 2008. The increase in total managed assets was driven by a $40.9 billion increase in money market assets during Q1 2008. Federated’s equity assets declined $4.6 billion to $37.5 billion mainly due to market depreciation. Average managed assets were $322.0 billion for the quarter with average money market assets of $260.3 billion, average equity assets of $38.5 billion and average fixed-income assets of $23.2 billion.

For Q1 2008, revenue increased $41.3 million or 16 percent to $305.7 million compared to $264.4 million for the same quarter last year. The increase is primarily due to an increase in revenue from average money market assets under management ($47.9 million) and the impact of the leap year on Q1 2008 compared to Q1 2007 ($2.3 million) partially offset by an increase in fee waivers due to higher fund expenses ($3.7 million), a decrease in revenue from average equity assets under management ($3.6 million) and a change in the mix of average fixed-income assets under management ($1.2 million).

Compared to the prior quarter, total revenue increased by $5.4 million or 2 percent. The increase is primarily due to an increase in revenue from average money market assets under management ($23.0 million) partially offset by a decrease in revenue from average equity assets under management ($11.0 million), one fewer day in Q1 2008 as compared to Q4 2007 ($4.3 million) and an increase in fee waivers due to higher fund expenses ($1.9 million). For Q1 2008, Federated derived 56 percent of its revenue from money market assets, 33 percent from equity assets, 10 percent from fixed-income assets and 1 percent from other products and services.

Contacts:
MEDIA	MEDIA	ANALYSTS
Meghan McAndrew	J.T. Tuskan	Ray Hanley
(412) 288-8103	(412) 288-7895	(412) 288-1920
mmcandrew@federatedinv.com	jtuskan@federatedinv.com	rhanley@federatedinv.com

Federated Reports Preliminary Q1 2008 Results

April 14, 2008

Page 2 of 7

Operating expenses for Q1 2008 increased $34.2 million or 19 percent to $214.8 million compared to $180.6 million for Q1 2007. The increase in operating expenses was primarily attributable to the increase in marketing and distribution expenses related to increased average money market managed assets ($24.2 million) and increased regular and incentive compensation expenses ($6.9 million).

Compared to Q4 2007, operating expenses increased slightly. Compensation and related expenses decreased $9.7 million in Q1 2008 as compared to Q4 2007. The prior quarter included $15 million in compensation expenses related to new employment agreements with certain Federated Kaufmann employees and Q1 2008 included $1.7 million in new compensation for Federated Kaufmann personnel. In addition, Q1 2008 compensation was higher due to $1.8 million for seasonally higher payroll tax and employee benefit expenses, $1.2 million due to higher base pay expenses and $1.2 million in additional expense related to 2007 incentive pay. Overall, marketing and distribution expense increased by $11.5 million for the consecutive quarter comparison. Of this amount, $10.6 million was due to higher average money market managed assets and, to a lesser extent, changes in the terms of distribution contracts with certain intermediary customers. Q1 2008 marketing and distribution expense was also affected by one fewer day compared to the prior quarter, resulting in $1.2 million less in these expenses.

In Q1 2008, Federated purchased 68,684 shares of Federated Investors, Inc. class B common stock for $2.1 million.

As previously noted, the foregoing financial information, explanations and the attached financial statements and asset data as of and for the quarter ended March 31, 2008 are preliminary and subject to change. Federated will report full financial and operational results for Q1 2008 on April 24, 2008 and will host an earnings conference call at 9 a.m. Eastern on April 25, 2008. Investors are invited to listen to Federated’s Q1 2008 earnings teleconference by calling 877-407-0782 (domestic) or 201-689-8567 (international) prior to the 9 a.m. start time for the teleconference. The call may also be accessed in real time on the Internet via the About Us section of FederatedInvestors.com. A replay will be available after 12:30 p.m. and until May 2, 2008 by calling 877-660-6853 (domestic) or 201-612-7415 (international) and entering codes 286 and 281178.

Federated Investors, Inc. is one of the largest investment managers in the United States, managing $338.5 billion in assets as of March 31, 2008. With 147 mutual funds and separately managed accounts in a wide range of investment strategies, Federated provides comprehensive investment management to more than 5,400 institutions and intermediaries including corporations, government entities, insurance companies, foundations and endowments, banks and broker/dealers. For more information, visit FederatedInvestors.com.

###

Federated Reports Preliminary Q1 2008 Results

April 14, 2008

Page 3 of 7

Certain statements in this press release, such as those related to Federated’s results and financial position as of and for the quarter ended March 31, 2008, constitute forward-looking statements, which involve known and unknown risks, uncertainties and other factors that may cause the actual results, levels of activity, performance or achievements of the company, or industry results, to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Among other risks and uncertainties is the completion of the review of the financial statements as of and for the quarter ended March 31, 2008 and the risk factors discussed in the company’s annual and quarterly reports as filed with the Securities and Exchange Commission. Many of these factors may be impacted as a result of the ongoing threat of terrorism. As a result, no assurance can be given as to future results, levels of activity, performance or achievements, and neither the company nor any other person assumes responsibility for the accuracy and completeness of such statements in the future.

Federated Securities Corp. is distributor of the Federated funds.

Separately managed accounts are made available through Federated Global Investment Management, Federated Investment Counseling and Federated MDTA LLC, each a registered investment advisor.

An investment in money market funds is neither insured nor guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although money market funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in these funds.

Federated Reports Preliminary Q1 2008 Results

April 14, 2008

Page 4 of 7

Preliminary Unaudited Condensed Consolidated Statements of Income

(in millions, except per share data)

	Preliminary Quarter Ended March 31, 2008			Quarter Ended March 31, 2007			% Change Q1 2008 to Q1 2007		Quarter Ended Dec. 31, 2007			% Change Q1 2008 to Q4 2007
Revenue
Investment advisory fees, net	$	195.0		$	169.2		15	%	$	195.0		—
Administrative service fees, net		51.6			39.3		31			47.5		9
Other service fees, net		57.7			54.3		6			56.5		2
Other, net		1.4			1.6		(13	)		1.3		8
Total Revenue		305.7			264.4		16			300.3		2
Operating Expenses
Compensation and related		61.5			54.2		13			71.2		(14	)
General and administrative
Marketing and distribution		107.6			80.2		34			96.1		12
Professional service fees		8.6			7.6		13			8.8		(2	)
Office and occupancy		6.1			5.5		11			5.9		3
Systems and communications		5.9			5.9		—			6.0		(2	)
Advertising and promotional		3.7			2.9		28			3.7		—
Travel and related		2.9			2.7		7			3.5		(17	)
Other		4.3			3.8		13			3.2		34
Total general and administrative		139.1			108.6		28			127.2		9
Amortization of deferred sales commissions		9.4			12.3		(24	)		10.8		(13	)
Amortization of intangible assets		4.8			5.5		(13	)		4.8		—
Total Operating Expenses		214.8			180.6		19			214.0		—
Operating Income		90.9			83.8		8			86.3		5
Nonoperating Income (Expenses)
Investment income, net		1.3			2.0		(35	)		0.7		86
Debt expense––recourse		(0.1	)		(0.1	)	—			(0.1	)	—
Debt expense––nonrecourse		(0.9	)		(1.5	)	(40	)		(1.1	)	(18	)
Other, net		—			—		—			(0.2	)	(100	)
Total Nonoperating Income (Expenses), net		0.3			0.4		(25	)		(0.7	)	143
Minority interest		1.4			1.4		—			1.5		(7	)
Income before income taxes		89.8			82.8		8			84.1		7
Income tax provision		34.0			31.0		10			31.4		8
Net Income	$	55.8		$	51.8		8	%	$	52.7		6	%
Earnings Per Share
Net income per share — Basic	$	0.56		$	0.51		10	%	$	0.53		6	%
Net income per share — Diluted	$	0.55		$	0.50		10	%	$	0.52		6	%
Weighted-average shares outstanding
Basic		99.8			101.9					99.8
Diluted		101.8			103.6					101.7
Dividends declared per share	$	0.21		$	0.18				$	0.21

Federated Reports Preliminary Q1 2008 Results

April 14, 2008

Page 5 of 7

Preliminary Unaudited Condensed Consolidated Balance Sheets

(in millions)

	Preliminary March 31, 2008			Dec. 31, 2007
Assets
Cash and other short-term investments	$	183		$	146
Other current assets		53			60
Deferred sales commissions, net		54			64
Intangible assets, net, and goodwill		539			535
Other long-term assets		38			36
Total Assets	$	867		$	841
Liabilities, Minority Interest and Shareholders’ Equity
Current liabilities	$	163		$	164
Long-term debt—nonrecourse		53			63
Other long-term liabilities and minority interest		40			40
Shareholders’ equity excluding treasury stock		1,403			1,368
Treasury stock		(792	)		(794	)
Total Liabilities, Minority Interest and Shareholders’ Equity	$	867		$	841

Federated Reports Preliminary Q1 2008 Results

April 14, 2008

Page 6 of 7

Changes in Equity and Fixed-Income Fund Managed Assets

(in millions)

	Quarter Ended
	Preliminary March 31, 2008			Dec. 31, 2007			March 31, 2007
Equity Funds
Beginning assets	$	29,145		$	30,095		$	28,666
Sales		1,602			1,328			1,469
Redemptions		(1,893	)		(1,992	)		(1,973	)
Net redemptions		(291	)		(664	)		(504	)
Net exchanges		(77	)		(34	)		(12	)
Other*		(2,897	)		(252	)		566
Ending assets	$	25,880		$	29,145		$	28,716
Fixed-Income Funds
Beginning assets	$	17,943		$	17,775		$	18,113
Sales		1,818			1,240			1,224
Redemptions		(1,555	)		(1,312	)		(1,503	)
Net sales (redemptions)		263			(72	)		(279	)
Net exchanges		53			15			2
Other*		80			225			197
Ending assets	$	18,339		$	17,943		$	18,033

* Includes changes in the market value of securities held by the funds, reinvested dividends and distributions and net investment income.

Federated Reports Preliminary Q1 2008 Results

April 14, 2008

Page 7 of 7

(in millions)

	Preliminary		Reported
MANAGED ASSETS	March 31, 2008		Dec. 31, 2007		Sept. 30, 2007		June 30, 2007		March 31, 2007
By Asset Class
Equity	$	37,518	$	42,162	$	43,517	$	43,344	$	41,336
Fixed-income		23,416		22,824		22,752		22,970		23,162
Money market		277,527		236,630		209,908		193,362		185,952
Total Managed Assets	$	338,461	$	301,616	$	276,177	$	259,676	$	250,450
By Market
Wealth Management & Trust	$	162,865	$	143,881	$	127,854	$	113,625	$	109,364
Broker/Dealer		124,402		120,627		114,686		112,146		107,148
Global Institutional		38,842		25,057		23,428		24,083		24,764
Other		12,352		12,051		10,209		9,822		9,174
Total Managed Assets	$	338,461	$	301,616	$	276,177	$	259,676	$	250,450
By Product Type
Mutual Funds:
Equity	$	25,880	$	29,145	$	30,095	$	30,026	$	28,716
Fixed-income		18,339		17,943		17,775		17,769		18,033
Money market		242,280		215,003		190,011		172,430		163,841
Total Fund Assets	$	286,499	$	262,091	$	237,881	$	220,225	$	210,590
Separate Accounts:
Equity	$	11,638	$	13,017	$	13,422	$	13,318	$	12,620
Fixed-income		5,077		4,881		4,977		5,201		5,128
Money market		35,247		21,627		19,897		20,932		22,112
Total Separate Accounts	$	51,962	$	39,525	$	38,296	$	39,451	$	39,860
Total Managed Assets	$	338,461	$	301,616	$	276,177	$	259,676	$	250,450
	Quarter Ended
	Preliminary		Reported
AVERAGE MANAGED ASSETS	March 31, 2008		Dec. 31, 2007		Sept. 30, 2007		June 30, 2007		March 31, 2007
By Asset Class
Equity	$	38,471	$	42,890	$	42,731	$	43,031	$	41,118
Fixed-income		23,220		22,969		22,680		23,109		23,002
Money market		260,306		224,285		202,141		189,917		182,352
Total Avg. Assets	$	321,997	$	290,144	$	267,552	$	256,057	$	246,472
By Product Type
Mutual Funds:
Equity	$	26,696	$	29,741	$	29,570	$	29,866	$	28,743
Fixed-income		18,186		17,893		17,701		17,942		18,013
Money market		231,719		203,957		181,808		168,253		160,325
Total Avg. Fund Assets	$	276,601	$	251,591	$	229,079	$	216,061	$	207,081
Separate Accounts:
Equity	$	11,775	$	13,149	$	13,161	$	13,165	$	12,375
Fixed-income		5,034		5,076		4,979		5,167		4,989
Money market		28,587		20,328		20,333		21,664		22,027
Total Avg. Separate Accts.	$	45,396	$	38,553	$	38,473	$	39,996	$	39,391
Total Avg. Assets	$	321,997	$	290,144	$	267,552	$	256,057	$	246,472
	Quarter Ended
	Preliminary		Reported
ADMINISTERED ASSETS	March 31, 2008		Dec. 31, 2007		Sept. 30, 2007		June 30, 2007		March 31, 2007
Period End	$	9,921	$	9,565	$	19,312	$	17,986	$	17,783
Average	$	9,694	$	16,125	$	18,378	$	17,701	$	17,762