FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MCGONIGLE JOHN W 		2. Issuer Name and Ticker or Trading Symbol

FEDERATED INVESTORS INC /PA/ [ FII ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Vice-Chairman, Sec, EVP
(Last)          (First)          (Middle)

FEDERATED INVESTORS, INC., 1001 LIBERTY AVENUE 		3. Date of Earliest Transaction (MM/DD/YYYY)

9/16/2015
(Street)

PITTSBURGH, PA 15222-3779
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

9/18/2015 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Class B Common Stock   9/16/2015     G (1)   V 6704   (2) D   (1) 1954878   I   Held indirectly by Fairview Partners, L.P.  
Class B Common Stock   9/16/2015     S (3)    15639   (4) D   (3) 1954878   I   Held indirectly by Fairview Partners, L.P.  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  The reported securities are held by Fairview Partners, a limited partnership of which 713 Investment Corp. is the sole general partner. Mr. McGonigle and his wife are shareholders and directors of 713 Investment Corp. On September 16, 2015, the reporting person and his wife gifted partnership interest to their children and grandchildren. The reporting person disclaims beneficial ownership of the Federated Investors, Inc. Class B Common Stock held by Fairview Partners, L.P. except to the extent of his pecuniary interest therein. This transaction did not involve any public sale of shares.
( 2)  Box 4 of original Form 4 filed September 18, 2015 indicated that an estimated 6,704 shares of Federated Investors, Inc. Class B Common Stock were transferred as a result of Mr. McGonigle and his wife gifting partnership interests in Fairview Partners, L.P. to their children and grandchildren. The estimated number of shares was provided because the percentage partnership interest in Fairview Partners, L.P. was subject to an independent valuation. Subsequent to the September 18, 2015 filing, the independent valuation was performed and it was determined that 6,704 shares had actually been transferred as a result of the gifting.
( 3)  The reported securities are held by Fairview Partners, a limited partnership of which 713 Investment Corp. is the sole general partner. Mr. McGonigle and his wife are shareholders and directors of 713 Investment Corp. On September 16, 2015, the reporting person and his wife sold a 0.80% interest in Fairview Partners, L.P. to The John W. and Mary Ita McGonigle Grantor Dynasty Trust established for the benefit of the reporting person's Descendants. The interest was sold in exchange for a note, equal to the value of the 0.80% partnership interest and was done for family wealth transfer purposes. The Federated Investors, Inc. Class B Common Stock held by Fairview Partners, L.P. was valued at $31.53 per share on the date of the transaction. The reporting person disclaims beneficial ownership of the Federated Investors, Inc. Class B Common Stock held by Fairview Partners, L.P. except to the extent of his pecuniary interest therein. This transaction did not involve any public sale of shares.
( 4)  Box 4 of original Form 4 filed September 18, 2015 indicated that an estimated 15,639 shares of Federated Investors, Inc. Class B Common Stock were transferred as a result of the sale of a 0.80% interest in Fairview Partners, L.P. to The John W. and Mary Ita McGonigle Grantor Dynasty Trust established for the benefit of the reporting person's Descendants. The estimated number of shares was provided because the percentage partnership interest in Fairview Partners, L.P. was subject to an independent valuation. Subsequent to the September 18, 2015 filing, the independent valuation was performed and it was determined that 15,639 shares had actually been transferred as a result of the sale.

Remarks:
The Power of Attorney dated November 4, 2014 is incorporated herein by reference.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MCGONIGLE JOHN W
FEDERATED INVESTORS, INC.
1001 LIBERTY AVENUE
PITTSBURGH, PA 15222-3779 		X
Vice-Chairman, Sec, EVP

Signatures
/s/John D. Martini (Attorney-in-fact) 10/30/2015
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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