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 TOWER, 1001 LIBERTY AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 03/04/2013 (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 03/04/2013   G V 24,154 D $ 0 0 D   Class B Common Stock 03/04/2013   G V 24,154 A $ 0 180,342 I Held indirectly by 713 Investment Partners, L.P. Class B Common Stock 05/06/2013   G V 25 D $ 0 180,317 I Held indirectly by 713 Investment Partners, L.P. Class B Common Stock 07/29/2013   J(1)(2)   68,315 D $ 29.25 0 I Held indirectly by Grantor Trust for Kevin McGonigle Class B Common Stock 07/29/2013   J(1)(2)   68,315 D $ 29.25 0 I Held indirectly by Grantor Trust for Christine Newcamp Class B Common Stock 07/29/2013   J(1)(2)   68,315 D $ 29.25 0 I Held indirectly by Grantor Trust for Michael McGonigle Class B Common Stock 07/29/2013   J(1)(2)   942,695 A $ 29.25 942,695 I Held indirectly by John W. McGonigle Revocable Trust Class B Common Stock 07/29/2013   J(1)(2)   357,305 A $ 29.25 357,305 I Held indirectly by Mary Ita McGonigle Revocable Trust Class B Common Stock               2,075,324 (1) (2) I Held indirectly by Fairview Partners L.P.

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 TOWER 1001 LIBERTY AVENUE PITTSBURGH, PA 15222-3779	X		Vice Chairman, Sec, EVP

Signatures

/s/ John D. Martini (Attorney-in-fact)		07/31/2013
**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)	Fairview Partners L.P. ("Fairview") is 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 July 29, 2013, five limited partners of Fairview (including the Grantor Trust for Kevin McGonigle, the Grantor Trust for Christine Newcamp and the Grantor Trust for Michael McGonigle (collectively, the "Family Trusts")) redeemed a portion of their limited partnership interests in Fairview in exchange for a total of 1,300,000 shares of FII Class B Common Stock. Mr. McGonigle's spouse serves as co-trustee of the Family Trusts, each of which benefits members of Mr. McGonigle's immediate family.
(2)	Immediately following this redemption of limited partnership interests in Fairview (See Footnote 1), the Family Trusts, as well as the additional two limited partners of Fairview that redeemed limited partnership interests, tendered shares of FII to the John W. McGonigle Revocable Trust and the Mary Ita McGonigle Revocable Trust to partially satisfy outstanding promissory notes. Mr. McGonigle was not one of the five limited partners who redeemed shares. The reporting person disclaims beneficial ownership of the FII Class B Common Stock held by Fairview 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 June 19, 2012 is incorporated by reference.

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