UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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 3
(Print or Type Responses)
1. Name and Address of Reporting Person*
O'Connor Edward G.
(Last) (First) (Middle)
4288 Green Glade Court
(Street)
Allison Park PA 15101-1202
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
4/25/01
3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)
4. Issuer Name and Ticker or Trading Symbol
Federated Investors Inc. FII
5. Relationship of Reporting Person(s) to Issuer: (Check all if applicable)
__X__Director _________10% Owner
-
_____Officer (give title below) _________Other (specify below)
6. If Amendment, Date of Original (Month/Day/Year)
7. Individual or Joint/Group Filing (Check Applicable Limit)
___X___ Form filed by One Reporting Persons
_______ Form filed by More than One Reporting Persons
Table I -- Non-Derivative Securities Beneficially Owned
1. Title of Security 2. Amount of 3. Ownership 4. Nature of Indirect
(Instr. 4) Securities Form: Beneficial
Beneficially Direct (D) Ownership (Instr. 5)
Owned or
(Instr. 4) Indirect
(I)
(Instr. 5)
Class B Common Stock 600 D
Class B Common Stock 75 I By Daughter
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls,
warrants, options, convertible securities)
1. Title of Derivative 2. Date 3. Title and Amount of Securities 4.Conversion 5. 6.
Security Exercisable Underlying Derivative Security (Instr. or Ownership Nature of
(Instr. 4) and Expiration 4) Exercise Form of Indirect
Date Price of Derivative Beneficial
(Month/Day/Year) Derivative Security: Ownership
Security Direct (D) (Instr. 5)
or
Indirect
(I)
(Instr. 5)
Date Expiration Title Amount or Number
Exercisable Date of Shares
** Intentional misstaments 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/ Edward G. O'Connor April 26, 2001
-------------------------------- -----------------------
**Signature of Reporting Person Date