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 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(h) of the Investment Company Act of 1940

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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 (Month/Day/Year) 11/14/2014 (Street) PITTSBURGH, PA 15222-3779 4. If Amendment, Date 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 (City) (State) (Zip) 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) Code V Amount (A) or (D) Price Class B Common Stock 11/14/2014   G(1) V 7,074 (2) D (1) 2,075,324 I Held indirectly by Fairview Partners L.P. Class B Common Stock 11/14/2014   S(3)   114,143 (2) D (3) 2,075,324 I Held indirectly by Fairview Partners L.P. Class B Common Stock               199,533 I Held indirectly by 713 Investment Partners, L.P. Class B Common Stock               942,695 I Held indirectly by John W. McGonigle Revocable Trust Class B Common Stock               357,305 I Held indirectly by Mary Ita McGonigle Revocable Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities (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

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)		11/18/2014
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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 November 14, 2014, 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 except to the extent of his pecuniary interest therein. This transaction did not involve any public sale of shares.
(2)	The number of shares of Federated Investors, Inc. Class B Common Stock set forth above is an estimate since the percentage partnership interest in Fairview Partners, L.P. is subject to an independent valuation of the assets of Fairview Partners, L.P.
(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 November 14, 2014, the reporting person and his wife sold a 5.5% 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 5.5% 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 $31.19 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.
Remarks: The Power of Attorney dated April 24, 2014 is filed herewith.

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