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 THOMAS R

(Last)

(First)

(Middle)

C/O 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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, CFO, Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2006

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	03/10/2006		S		1,923.08	D	$37.5	204,333.92⁽¹⁾⁽²⁾⁽³⁾	I	indirect by Comax Partners Limited Partnership
Class B Common Stock	03/10/2006		S		53.85	D	$37.52	204,280.07⁽¹⁾⁽²⁾⁽³⁾	I	indirect by Comax Partners Limited Partnership
Class B Common Stock	03/10/2006		S		23.08	D	$37.53	204,256.99⁽¹⁾⁽²⁾⁽³⁾	I	indirect by Comax Partners Limited Partnership
Class B Common Stock	03/10/2006		S		84.62	D	$37.54	204,172.37⁽¹⁾⁽²⁾⁽³⁾	I	indirect by Comax Partners Limited Partnership
Class B Common Stock	03/10/2006		S		84.62	D	$37.55	204,087.75⁽¹⁾⁽²⁾⁽³⁾	I	indirect by Comax Partners Limited Partnership
Class B Common Stock	03/10/2006		S		15.38	D	$37.56	204,072.37⁽¹⁾⁽²⁾⁽³⁾	I	indirect by Comax Partners Limited Partnership
Class B Common Stock	03/10/2006		S		261.54	D	$37.57	203,810.83⁽¹⁾⁽²⁾⁽³⁾	I	indirect by Comax Partners Limited Partnership
Class B Common Stock	03/10/2006		S		176.92	D	$37.58	203,633.91⁽¹⁾⁽²⁾⁽³⁾	I	indirect by Comax Partners Limited Partnership
Class B Common Stock	03/10/2006		S		7.69	D	$37.59	203,626.22⁽¹⁾⁽²⁾⁽³⁾	I	indirect by Comax Partners Limited Partnership
Class B Common Stock	03/10/2006		S		84.62	D	$37.6	203,541.6⁽¹⁾⁽²⁾⁽³⁾	I	indirect by Comax Partners Limited Partnership
Class B Common Stock	03/10/2006		S		184.62	D	$37.61	203,356.98⁽¹⁾⁽²⁾⁽³⁾	I	indirect by Comax Partners Limited Partnership
Class B Common Stock	03/10/2006		S		376.92	D	$37.62	202,980.06⁽¹⁾⁽²⁾⁽³⁾	I	indirect by Comax Partners Limited Partnership
Class B Common Stock	03/10/2006		S		69.23	D	$37.63	202,910.83⁽¹⁾⁽²⁾⁽³⁾	I	indirect by Comax Partners Limited Partnership
Class B Common Stock	03/10/2006		S		92.31	D	$37.64	202,818.52⁽¹⁾⁽²⁾⁽³⁾	I	indirect by Comax Partners Limited Partnership
Class B Common Stock	03/10/2006		S		376.92	D	$37.65	202,441.6⁽¹⁾⁽²⁾⁽³⁾	I	indirect by Comax Partners Limited Partnership
Class B Common Stock	03/10/2006		S		15.38	D	$37.66	202,426.22⁽¹⁾⁽²⁾⁽³⁾	I	indirect by Comax Partners Limited Partnership
Class B Common Stock	03/10/2006		S		30.77	D	$37.67	202,395.45⁽¹⁾⁽²⁾⁽³⁾	I	indirect by Comax Partners Limited Partnership
Class B Common Stock	03/10/2006		S		253.85	D	$37.68	202,141.6⁽¹⁾⁽²⁾⁽³⁾	I	indirect by Comax Partners Limited Partnership
Class B Common Stock	03/10/2006		S		7.69	D	$37.69	202,133.91⁽¹⁾⁽²⁾⁽³⁾	I	indirect by Comax Partners Limited Partnership
Class B Common Stock	03/10/2006		S		3,700	D	$37.7	198,433.91⁽¹⁾⁽²⁾⁽³⁾	I	indirect by Comax Partners Limited Partnership
Class B Common Stock	03/10/2006		S		100	D	$37.71	198,333.91⁽¹⁾⁽²⁾⁽³⁾	I	indirect by Comax Partners Limited Partnership
Class B Common Stock	03/10/2006		S		338.46	D	$37.72	197,995.45⁽¹⁾⁽²⁾⁽³⁾	I	indirect by Comax Partners Limited Partnership
Class B Common Stock	03/10/2006		S		261.54	D	$37.73	197,733.91⁽¹⁾⁽²⁾⁽³⁾	I	indirect by Comax Partners Limited Partnership
Class B Common Stock	03/10/2006		S		176.92	D	$37.74	197,556.99⁽¹⁾⁽²⁾⁽³⁾	I	indirect by Comax Partners Limited Partnership
Class B Common Stock	03/10/2006		S		3,830.77	D	$37.75	193,726.22⁽¹⁾⁽²⁾⁽³⁾	I	indirect by Comax Partners Limited Partnership
Class B Common Stock	03/10/2006		S		461.54	D	$37.76	193,264.68⁽¹⁾⁽²⁾⁽³⁾	I	indirect by Comax Partners Limited Partnership
Class B Common Stock	03/10/2006		S		215.38	D	$37.77	193,049.3⁽¹⁾⁽²⁾⁽³⁾	I	indirect by Comax Partners Limited Partnership
Class B Common Stock	03/10/2006		S		1,061.54	D	$37.78	191,987.76⁽¹⁾⁽²⁾⁽³⁾	I	indirect by Comax Partners Limited Partnership
Class B Common Stock	03/10/2006		S		76.92	D	$37.79	191,910.84⁽¹⁾⁽²⁾⁽³⁾	I	indirect by Comax Partners Limited Partnership
Class B Common Stock	03/10/2006		S		1,753.85	D	$37.8	190,156.99⁽¹⁾⁽²⁾⁽³⁾	I	indirect 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. The Federated Investors, Inc. Shares reported represent Mr. Donahue's proportional beneficial interest in the total shares held by Comax Partners Limited Partnership.

2. In addition: 491,401 shares are held directly (this includes 72 shares held in Federated's Profit Sharing/401(k) Plan); 2,399 shares are held indirectly by his spouse; 805,550 shares are held indirectly by Maxfund Partners, L.P.; 302,481 shares are held indirectly by the Beechwood Company (this amount represents Mr. Donahue's proportional interest in the FII shares held by the Beechwood Company); 133,975 shares are held indirectly by his children; 262,165 shares are held indirectly by JCD as custodian for minor children; and 495,549 shares are held indirectly by Dan McGrogan as custodian for minor children.

3. This filing consists of two Forms 4. This form is form 1 of 2.

Remarks:

The Power of Attorney filed February 26, 2003 is incorporated herein by reference.

	Kary A. Moore (Attorney-in-Fact)	03/14/2006
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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