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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 3)*



                                 Bankrate, Inc.
                                (Name of Issuer)


                                  Common Stock
                         (Title of Class of Securities)


                                    06646V108
                                 (CUSIP Number)


                                February 28, 2005
             (Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ X ] Rule 13d-1(b)
[   ] Rule 13d-1(c)
[   ] Rule 13d-1(d)



*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.


The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).




     1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Federated Investors, Inc.


2.  Check the Appropriate Box if a Member of a Group (See Instructions)


(a)

(b)


3. SEC Use Only


4. Citizenship or Place of Organization
      Pennsylvania


Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power  706,700


6. Shared Voting Power

7. Sole Dispositive Power  706,700

8. Shared Dispositive Power

9. Aggregate Amount Beneficially Owned by Each Reporting Person  706,700

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)

11. Percent of Class Represented by Amount in Row (9)  4.48%

12. Type of Reporting Person (See Instructions) HC




     1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Voting Shares Irrevocable Trust


2.  Check the Appropriate Box if a Member of a Group (See Instructions)


(a)

(b)


3. SEC Use Only


4. Citizenship or Place of Organization
      Pennsylvania


Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power  706,700


6. Shared Voting Power


7. Sole Dispositive Power  706,700


8. Shared Dispositive Power


9. Aggregate Amount Beneficially Owned by Each Reporting Person  706,700


10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)

11. Percent of Class Represented by Amount in Row (9)  4.48%


12. Type of Reporting Person (See Instructions) OO



     1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

John F. Donahue


2.  Check the Appropriate Box if a Member of a Group (See Instructions)


(a)

(b)


3. SEC Use Only


4. Citizenship or Place of Organization
      United States


Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power


6. Shared Voting Power  706,700


7. Sole Dispositive Power


8. Shared Dispositive Power  706,700


9. Aggregate Amount Beneficially Owned by Each Reporting Person  706,700


10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)

11. Percent of Class Represented by Amount in Row (9)  4.48%


12. Type of Reporting Person (See Instructions) IN



     1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Rhodora J. Donahue


2.  Check the Appropriate Box if a Member of a Group (See Instructions)


(a)

(b)


3. SEC Use Only


4. Citizenship or Place of Organization
      United States


Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power


6. Shared Voting Power  706,700


7. Sole Dispositive Power


8. Shared Dispositive Power  706,700


9. Aggregate Amount Beneficially Owned by Each Reporting Person  706,700


10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)

11. Percent of Class Represented by Amount in Row (9) 4.48%

12. Type of Reporting Person (See Instructions) IN



     1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
J. Christopher Donahue


2.  Check the Appropriate Box if a Member of a Group (See Instructions)


(a)

(b)


3. SEC Use Only


4. Citizenship or Place of Organization
      United States


Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power


6. Shared Voting Power  706,700


7. Sole Dispositive Power


8. Shared Dispositive Power  706,700


9. Aggregate Amount Beneficially Owned by Each Reporting Person  706,700


10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)

11. Percent of Class Represented by Amount in Row (9) 4.48%


12. Type of Reporting Person (See Instructions) IN


INSTRUCTIONS FOR SCHEDULE 13G

Instructions for Cover Page

(l) Names and I.R.S.  Identification  Numbers of Reporting  Persons-Furnish  the
full legal name of each  person for whom the report is  filed-i.e.,  each person
required to sign the schedule  itself-including  each member of a group.  Do not
include the name of a person  required to be identified in the report but who is
not a reporting  person.  Reporting persons that are entities are also requested
to furnish  their I.R.S.  identification  numbers,  although  disclosure of such
numbers is voluntary,  not mandatory  (see "SPECIAL  INSTRUCTIONS  FOR COMPLYING
WITH SCHEDULE 13G" below).

(2) If any of the shares  beneficially owned by a reporting person are held as a
member of a group and that  membership is expressly  affirmed,  please check row
2(a). If the  reporting  person  disclaims  membership in a group or describes a
relationship  with other  persons but does not affirm the  existence of a group,
please check row 2(b) [unless it is a joint filing  pursuant to Rule  13d1(k)(1)
in which case it may not be necessary to check row 2(b)].

(3) The third row is for SEC internal use; please leave blank.

(4)  Citizenship  or  Place of  Organization-Furnish  citizenship  if the  named
reporting person is a natural person. Otherwise, furnish place of organization.

(5)-(9),  (11) Aggregate  Amount  Beneficially  Owned By Each Reporting  Person,
Etc.-Rows (5) through (9) inclusive,  and (11) are to be completed in accordance
with the provisions of Item 4 of Schedule 13G. All percentages are to be rounded
off to the nearest tenth (one place after decimal point).

(10) Check if the aggregate  amount  reported as  beneficially  owned in row (9)
does not include shares as to which beneficial  ownership is disclaimed pursuant
to Rule 13d-4 (17 CFR 240.13d-4] under the Securities Exchange Act of 1934.

(12) Type of Reporting  Person-Please classify each "reporting person" according
to  the  following  breakdown  (see  Item  3 of  Schedule  13G)  and  place  the
appropriate symbol on the form:

Category Symbol
Broker Dealer  BD
Bank  BK
Insurance Company  IC
Investment Company  IV
Investment Adviser  IA
Employee Benefit Plan, Pension Fund, or Endowment Fund  EP
Parent Holding Company/Control Person  HC
Savings Association  SA
Church Plan  CP
Corporation  CO
Partnership  PN
Individual  IN
Other  OO


Notes: Attach as many copies of the second part of the cover page as are needed,
one reporting person per page.

Filing persons may, in order to avoid unnecessary  duplication,  answer items on
the schedules  (Schedule 13D, 13G or 14D1) by appropriate cross references to an
item or items on the cover  page(s).  This  approach  may only be used where the
cover page item or items  provide all the  disclosure  required by the  schedule
item. Moreover, such a use of a cover page item will result in the item becoming
a part of the schedule and accordingly  being considered as "filed" for purposes
of  Section  18 of the  Securities  Exchange  Act or  otherwise  subject  to the
liabilities of that section of the Act.


Reporting persons may comply with their cover page filing requirements by filing
either  completed  copies  of the blank  forms  available  from the  Commission,
printed or typed  facsimiles,  or  computer  printed  facsimiles,  provided  the
documents  filed  have  identical   formats  to  the  forms  prescribed  in  the
Commission's  regulations and meet existing  Securities Exchange Act rules as to
such matters as clarity and size (Securities Exchange Act Rule 12b-12).


SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G

Under Sections 13(d),  13(g), and 23 of the Securities  Exchange Act of 1934 and
the rules and  regulations  thereunder,  the Commission is authorized to solicit
the  information  required to be supplied by this  schedule by certain  security
holders of certain issuers.

Disclosure of the  information  specified in this schedule is mandatory,  except
for  I.R.S.  identification  numbers,  disclosure  of  which is  voluntary.  The
information  will be used for the primary  purpose of determining and disclosing
the holdings of certain  beneficial  owners of certain equity  securities.  This
statement will be made a matter of public  record.  Therefore,  any  information
given will be available for inspection by any member of the public.

Because of the public nature of the information, the Commission can use it for a
variety of purposes,  including  referral to other  governmental  authorities or
securities  self-regulatory  organizations  for  investigatory  purposes  or  in
connection with litigation involving the Federal securities laws or other civil,
criminal or regulatory statutes or provisions. I.R.S. identification numbers, if
furnished,  will assist the  Commission  in  identifying  security  holders and,
therefore,   in  promptly  processing  statements  of  beneficial  ownership  of
securities.

Failure to disclose  the  information  requested  by this  schedule,  except for
I.R.S.  identification  numbers,  may result in civil or criminal action against
the persons  involved  for  violation of the Federal  securities  laws and rules
promulgated thereunder.

GENERAL INSTRUCTIONS

A.  Statements  filed  pursuant  to Rule  13d-1(b)  containing  the  information
required by this  schedule  shall be filed not later than  February 14 following
the calendar year covered by the statement or within the time specified in Rules
13d-1(b)(2)  and 13d2(c).  Statements  filed  pursuant to Rule 13d-1(c) shall be
filed  within the time  specified  in Rules  13d-1(c),  13d-2(b)  and  13d-2(d).
Statements  filed  pursuant  to Rule  13d-1(d)  shall be filed  not  later  than
February 14 following  the calendar  year covered by the  statement  pursuant to
Rules 13d-1(d) and 13d-2(b).

B. Information  contained in a form which is required to be filed by rules under
section 13(f) (15 U.S.C. 78m(f)) for the same calendar year as that covered by a
statement on this schedule may be  incorporated  by reference in response to any
of the items of this schedule.  If such information is incorporated by reference
in this schedule, copies of the relevant pages of such form shall be filed as an
exhibit to this schedule.

C. The item  numbers and captions of the items shall be included but the text of
the items is to be omitted.  The answers to the items shall be so prepared as to
indicate clearly the coverage of the items without  referring to the text of the
items.  Answer every item.  If an item is  inapplicable  or the answer is in the
negative, so state.


Item 1.


(a) Name of Issuer
Bankrate, Inc.

(b) Address of Issuer's Principal Executive Offices
11811 U.S. Highway One, Suite 101
North Palm Beach, FL 33408

Item 2.

(a) Name of Person Filing SEE ROW 1 OF COVER PAGES


(b) Address of Principal Business Office or, if none, Residence
Federated Investors Tower, Pittsburgh, PA 15222-3779

(c) Citizenship SEE ROWS 1 AND 4 OF COVER PAGES


(d) Title of Class of Securities
Common stock

(e) CUSIP Number 06646V108



Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:

 (a) [   ] Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).

(b) [   ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c) [   ] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).

(d) [   ] Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C 80a-8).

(e) [   ] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E);

(f) [   ] An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);

(g) [ X ] A parent holding company or control person in accordance with ss.
240.13d-1(b)(1)(ii)(G);

(h) [   ] A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);

(i) [   ] A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3);

(j) [   ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).




Item 4. Ownership.

Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.

A.    Federated Investors, Inc. (See Footnote 1, next page)
 (a) Amount beneficially owned: 706,700

 (b) Percent of class: 4.48%

 (c) Number of shares as to which the person has:

 (i) Sole power to vote or to direct the vote 706,700

 (ii) Shared power to vote or to direct the vote -0-

 (iii) Sole power to dispose or to direct the disposition of 706,700

 (iv) Shared power to dispose or to direct the disposition of -0-

B.    Voting Shares Irrevocable Trust
 (a) Amount beneficially owned: 706,700

 (b) Percent of class: 4.48%

 (c) Number of shares as to which the person has:

 (i) Sole power to vote or to direct the vote 706,700

 (ii) Shared power to vote or to direct the vote -0-

 (iii) Sole power to dispose or to direct the disposition of 706,700

 (iv) Shared power to dispose or to direct the disposition of -0-

C.    John F. Donahue
 (a) Amount beneficially owned: 706,700

 (b) Percent of class: 4.48%

 (c) Number of shares as to which the person has:

 (i) Sole power to vote or to direct the vote -0-

 (ii) Shared power to vote or to direct the vote 706,700

 (iii) Sole power to dispose or to direct the disposition of -0-

 (iv) Shared power to dispose or to direct the disposition of 706,700

D.    Rhodora J. Donahue
 (a) Amount beneficially owned: 706,700

 (b) Percent of class: 4.48%

 (c) Number of shares as to which the person has:

 (i) Sole power to vote or to direct the vote -0-

 (ii) Shared power to vote or to direct the vote 706,700

 (iii) Sole power to dispose or to direct the disposition of -0-

 (iv) Shared power to dispose or to direct the disposition of 706,700

E.    J. Christopher Donahue
 (a) Amount beneficially owned: 706,700

 (b) Percent of class: 4.48%

 (c) Number of shares as to which the person has:

 (i) Sole power to vote or to direct the vote -0-

 (ii) Shared power to vote or to direct the vote 706,700

 (iii) Sole power to dispose or to direct the disposition of -0-

 (iv) Shared power to dispose or to direct the disposition of 706,700


Instruction.  For computations  regarding  securities which represent a right to
acquire an underlying security see ss.240.13d3(d)(1).



Item 5. Ownership of Five Percent or Less of a Class

If this  statement  is being filed to report the fact that as of the date hereof
the  reporting  person has ceased to be the  beneficial  owner of more than five
percent of the class of securities, check the following [ X ].

Instruction: Dissolution of a group requires a response to this item.

Item 6. Ownership of More than Five Percent on Behalf of another Person.
NOT APPLICABLE

Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company or Control Person.
SEE EXHIBIT "1" ATTACHED

Item 8. Identification and Classification of Members of the Group
NOT APPLICABLE


Item 9. Notice of Dissolution of Group
NOT APPLICABLE


Item 10. Certification

(a) The following certification shall be included if the statement is filed
pursuant to ss.240.13d-1(b):

By signing below I certify  that,  to the best of my knowledge  and belief,  the
securities  referred to above were acquired and are held in the ordinary  course
of business  and were not  acquired  and are not held for the purpose of or with
the  effect  of  changing  or  influencing  the  control  of the  issuer  of the
securities  and were not  acquired and are not held in  connection  with or as a
participant in any transaction having that purpose or effect.

(b) The  following  certification  shall be included if the  statement  is filed
pursuant to ss.240.13d-1(c):

By signing below I certify  that,  to the best of my knowledge  and belief,  the
securities  referred to above were not acquired and are not held for the purpose
of or with the effect of  changing or  influencing  the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.

SIGNATURE

After  reasonable  inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

Date:  March 10, 2005
By: /s/J. Christopher Donahue
Name/Title:  J. Christopher Donahue, as President of Federated Investors, Inc.

By: /s/John F. Donahue
Name/Title:  John F. Donahue, individually and as Trustee of Voting Shares
Irrevocable Trust, by J. Christopher Donahue, as attorney-in-fact

By: /s/Rhodora J. Donahue
Name/Title:  Rhodora J. Donahue, individually and as Trustee of Voting Shares
Irrevocable Trust, by J. Christopher Donahue, as attorney-in-fact

By: /s/J. Christopher Donahue
Name/Title:  J. Christopher Donahue, individually and as Trustee of Voting
Shares Irrevocable Trust




The  original  statement  shall be signed by each  person  on whose  behalf  the
statement is filed or his authorized representative.  If the statement is signed
on behalf of a person by his authorized  representative  other than an executive
officer  or   general   partner  of  the   filing   person,   evidence   of  the
representative's  authority to sign on behalf of such person shall be filed with
the  statement,  provided,  however,  that a power of attorney  for this purpose
which is already on file with the Commission may be  incorporated  by reference.
The name and any title of each person who signs the statement  shall be typed or
printed beneath his signature.

NOTE:  Schedules  filed in paper format shall include a signed original and five
copies of the  schedule,  including  all exhibits.  See  ss.240.13d-7  for other
parties for whom copies are to be sent.

Attention:  Intentional  misstatements  or omissions of fact constitute  Federal
criminal violations
(See 18 U.S.C. 1001)

                                   EXHIBIT "1"

                            ITEM 3 CLASSIFICATION OF
                                REPORTING PERSONS
              Identity and Classification of Each Reporting Person




IDENTITY                                  CLASSIFICATION UNDER ITEM 3
                                       
American Skandia Trust                    (d) Investment company registered under
                                          Section 8 of the Investment Company Act of
                                          1940 (15 U.S.C. 80a-8).

Federated Equity Funds                    (d) Investment company registered under
                                          section 8 of the Investment Company Act
                                          of 1940 (15 U.S.C. 80a-8).

Federated Insurance Series                (d) Investment company registered under
                                          section 8 of the Investment Company Act
                                          of 1940 (15 U.S.C. 80a-8).

Federated Equity Management               (e) Investment Adviser registered under
      Company of Pennsylvania             section 203 of the Investment Advisers Act of
                                          1940

Federated Global Investment               (e) Investment Adviser registered under
      Management Corp.                    section 203 of the Investment Advisers
                                          Act of 1940

Federated Investors, Inc.                 (g) Parent Holding Company, in accordance with
                                          Section 240.13d-1(b)(ii)(G)

FII Holdings, Inc.                        (g) Parent Holding Company, in accordance with
                                          Section 240.13d-1(b)(ii)(G)

Voting Shares Irrevocable Trust           (g) Parent Holding Company, in accordance with
                                          Section 240.13d-1(b)(ii)(G)

John F. Donahue                           (g) Parent Holding Company, in accordance with
                                          Section 240.13d-1(b)(ii)(G)

Rhodora J. Donahue                        (g) Parent Holding Company, in accordance with
                                          Section 240.13d-1(b)(ii)(G)

J. Christopher Donahue                    (g) Parent Holding Company, in accordance with
                                          Section 240.13d-1(b)(ii)(G)



Federated Investors,  Inc. (the "Parent") is filing this Schedule 13G because it
is the  parent  holding  company  of  Federated  Equity  Management  Company  of
Pennsylvania,  and Federated Global Investment Management Corp. (the "Investment
Advisers"),  which act as investment advisers to registered investment companies
and separate  accounts  that own shares of common stock in Bankrate,  Inc.  (the
"Reported Securities'). The Investment Advisers are wholly owned subsidiaries of
FII Holdings,  Inc.,  which is wholly owned  subsidiary of Federated  Investors,
Inc., the Parent.  All of the Parent's  outstanding  voting stock is held in the
Voting Shares Irrevocable Trust (the "Trust") for which John F. Donahue, Rhodora
J.  Donahue  and J.  Christopher  Donahue  act as  trustees  (collectively,  the
"Trustees"). The Trustees have joined in filing this Schedule 13G because of the
collective voting control that they exercise over the Parent. In accordance with
Rule 13d-4 under the Securities Act of 1934, as amended,  the Parent, the Trust,
and each of the Trustees  declare that this statement should not be construed as
an admission that they are the beneficial owners of the Reported Securities, and
the Parent, the Trust, and each of the Trustees  expressly  disclaim  beneficial
ownership of the Reported Securities


                                   EXHIBIT "2"

                          AGREEMENT FOR JOINT FILING OF

                                  SCHEDULE 13G

     The  following  parties  hereby  agree to file  jointly  the  statement  on
Schedule  13G to which this  Agreement is attached  and any  amendments  thereto
which may be deemed necessary  pursuant to Regulation 13D-G under the Securities
Exchange Act of 1934:

1.   Federated  Investors,  Inc.  as parent  holding  company of the  investment
     advisers to  registered  investment  companies  that  beneficially  own the
     securities.

Voting Shares Irrevocable Trust, as holder of all the voting shares of Federated
Investors, Inc.

John F. Donahue, individually and as Trustee

Rhodora J. Donahue, individually and as Trustee

J. Christopher Donahue, individually and as Trustee

     It is understood  and agreed that each of the parties hereto is responsible
for the timely filing of such statement and any amendments thereto,  and for the
completeness  and accuracy of the  information  concerning  such party contained
therein,  but such party is not responsible for the  completeness or accuracy of
information  concerning  the other parties unless such party knows or has reason
to believe that such information is incomplete or inaccurate.

     It is understood and agreed that the joint filing of Schedule 13G shall not
be construed as an admission that the reporting  persons named herein constitute
a group for purposes of Regulation 13D-G of the Securities Exchange Act of 1934,
nor is a joint venture for purposes of the Investment Company Act of 1940.

Date:       March 10, 2005

By:   /s/J. Christopher Donahue
Name/Title: J. Christopher Donahue, as President of Federated Investors, Inc.

By:   /s/ J. Christopher Donahue
Name/Title: John F. Donahue, individually and as Trustee of Voting Shares
Irrevocable Trust, by J. Christopher Donahue, as attorney-in-fact.

By:   /s/   Rhodora J. Donahue
Name/Title: Rhodora J. Donahue, individually and as Trustee as Voting Shares
Irrevocable Trust, by J. Christopher Donahue, as attorney-in-fact.

By:   /s/   J. Christopher Donahue
Name/Title: J. Christopher Donahue, individually and as Trustee of Voting Shares
Irrevocable Trust

1.   The  number of shares  indicated  represent  shares  beneficially  owned by
     registered   investment   companies  and  separate   accounts   advised  by
     subsidiaries  of Federated  Investors,  Inc.  that have been  delegated the
     power  to  direct  investments  and  power to vote  the  securities  by the
     registered  investment companies' board of trustees or directors and by the
     separate  accounts'  principals.  All of the voting securities of Federated
     Investors,  Inc. are held in the Voting Shares Irrevocable Trust ("Trust"),
     the  trustees  of which are John F.  Donahue,  Rhodora J.  Donahue,  and J.
     Christopher Donahue  ("Trustees').  In accordance with Rule 13d-4 under the
     1934 Act, the Trust,  Trustees, and parent holding company declare that the
     filing of this  statement  should not be construed as an admission that any
     of the investment advisers, parent holding company, Trust, and Trustees are
     beneficial  owners (for the purposes of Sections  13(d) and/or 13(g) of the
     Act) of any securities covered by this statement, and such advisers, parent
     holding company,  Trust, and Trustees  expressly disclaim that they are the
     beneficial owners such securities.

                                POWER OF ATTORNEY

     Each person who signature appears below hereby  constitutes and appoints J.
Christopher Donahue their true and lawful  attorney-in-fact and agent, with full
power of substitution and  resubstitution for them and in their names, place and
stead,  in any and all  capacities,  to sign any and all  Schedule  13Ds  and/or
Schedule 13Gs, and any amendments  thereto,  to be filed with the Securities and
Exchange  commission pursuant to Regulation 13D-G of the Securities Exchange Act
of 1934,  as  amended,  by means of the  Securities  and  Exchange  Commission's
electronic  disclosure  system  known as EDGAR;  and to file the same,  with all
exhibits  thereto  and  other  documents  in  connection  therewith,   with  the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent, full power and authority to sign and perform each and every act and thing
requisite  and  necessary to be done in  connection  therewith,  as fully to all
intents  and  purposes  as each of them  might  or could  do in  person,  hereby
ratifying and confirming all that said  attorney-in-fact  and agent, or their or
his  substitute  or  substitutes,  may lawfully do or cause to be done by virtue
thereof.


SIGNATURES                               TITLE OR CAPACITY

/s/John F. Donahue                       Individually and as Trustee of
---------------------------------
John F. Donahue                          the Voting Shares Irrevocable Trust

/s/Rhodora J. Donahue                    Individually and as Trustee of
---------------------------------
Rhodora J. Donahue                       the Voting Shares Irrevocable Trust


Sworn to and subscribed before me this 23rd day of September, 2004.

/s/Madaline P. Kelly
Notary Public
My Commission Expires: February 22, 2008