AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 9, 1998

                                                  Registration No. 333-________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                      ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------

                            FEDERATED INVESTORS, INC.
             (Exact name of registrant as specified in its charter)

            PENNSYLVANIA                                 25-1111467
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)


           FEDERATED INVESTORS TOWER
           PITTSBURGH, PENNSYLVANIA                             15222-3779
      (Address of principal executive offices)                  (Zip Code)

                            FEDERATED INVESTORS, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                                JOHN W. MCGONIGLE
                  EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
                            FEDERATED INVESTORS TOWER
                       PITTSBURGH, PENNSYLVANIA 15222-3779
                     (Name and address of agent for service)

                                 (412) 288-1900
          (Telephone number, including area code, of agent for service)

                                 With Copies To:

                                 RICHARD E. WOOD
                           KIRKPATRICK & LOCKHART LLP
                              1500 OLIVER BUILDING
                       PITTSBURGH, PENNSYLVANIA 15222-2312
                                 (412) 355-6500

                         CALCULATION OF REGISTRATION FEE

================================================================================
      TITLE OF                         PROPOSED       PROPOSED        AMOUNT OF
     SECURITIES       AMOUNT TO BE     MAXIMUM         MAXIMUM      REGISTRATION
  TO BE REGISTERED     REGISTERED   OFFERING PRICE    AGGREGATE         FEE
                                     PER SHARE(1)  OFFERING PRICE
================================================================================
Class B Common        500,000           $16.47       $8,235,000        $2,430
Stock, no par         shares
value 
per share
================================================================================
     (1) Estimated  solely for the purpose of calculating the  registration  fee
pursuant to Rule 457(h).  The fee is  calculated  on the basis of the average of
the high and low prices for Federated Investors,  Inc.'s Class B Common Stock as
reported  on the New  York  Stock  Exchange  Composite  Tape  on  June 2,  1998.
--------------------------------------------------------------------------------

<PAGE>

                                   PART II
                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

    ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The  following   documents   filed  by  Federated   Investors,   Inc.  (the
"Registrant")  with the Securities and Exchange  Commission  (the  "Commission")
pursuant to the Securities Act of 1933, as amended (the  "Securities  Act"),  or
the  Securities  Exchange Act of 1934,  as amended  (the  "Exchange  Act"),  are
incorporated by reference into this Registration  Statement:  (i) the prospectus
(the  "Prospectus")  filed  with  the  Commission  as part  of the  Registration
Statement on Form S-1 (File No. 333-48405),  filed on March 20, 1998, as amended
by Amendment No. 1, filed on April 17, 1994, Amendment No. 2, filed on April 24,
1998, and Amendment No. 3, filed on April 24, 1998, and (ii) the  description of
the  Registrant's  Common  Stock  contained  in  the  Registrant's  Registration
Statement on Form 8-A under the  Exchange  Act filed on May 11, 1998,  including
all amendments and reports updating such description.

     All documents  subsequently  filed by the  Registrant  with the  Commission
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act after the
date of this Registration Statement, but prior to the filing of a post-effective
amendment to this  Registration  Statement  which  indicates that all securities
offered by this  Registration  Statement have been sold or which deregisters all
such  securities  then remaining  unsold,  shall be deemed to be incorporated by
reference  into this  Registration  Statement.  Each  document  incorporated  by
reference into this Registration  Statement shall be deemed to be a part of this
Registration  Statement  from  the  date of  filing  of such  document  with the
Commission until the information  contained  therein is superseded or updated by
any  subsequently  filed document which is  incorporated  by reference into this
Registration  Statement  or by  any  document  which  constitutes  part  of  the
prospectus  relating to the Federated  Investors,  Inc.  Employee Stock Purchase
Plan (the "Plan")  meeting the  requirements  of Section 10(a) of the Securities
Act.

    ITEM 4. DESCRIPTION OF SECURITIES.

     The class of securities to be offered under this Registration  Statement is
registered under Section 12 of the Exchange Act.

    ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     None.

    ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Sections 1741 and 1742 of the  Pennsylvania  Business  Corporation Law (the
"PBCL")  provide that a business  corporation  shall have the power to indemnify
any  person  who was or is a party  or is  threatened  to be made a party to any
threatened,  pending or completed action or proceeding whether civil,  criminal,
administrative  or  investigative,  by reason of the fact that such person is or
was a  director,  officer,  employee  or agent of  another  domestic  or foreign
corporation for profit or not-for-profit,  partnership,  joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement  actually and reasonably  incurred by such person
in connection with such proceeding,  if such person acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the corporation, and, with respect to any criminal proceeding, has no reasonable
cause to believe his conduct was unlawful. In the case of an action by or in the
right of the corporation, such indemnification is limited to expenses (including
attorneys'  fees) actually and reasonably  incurred by such person in connection
with the defense or  settlement of such action,  except that no  indemnification
shall be made in respect of any claim,  issue or matter as to which such  person
has been adjudged to be liable to the corporation unless, and only to the extent
that, a court determines upon application that, despite the


                                      II-1
<PAGE>

adjudication of liability but in view of all the  circumstances,  such person is
fairly and  reasonably  entitled to indemnity  for the  expenses  that the court
deems proper.

     PBCL  Section  1744  provides  that,   unless  ordered  by  a  court,   any
indemnification  referred  to  above  shall be made by the  corporation  only as
authorized in the specific case upon a  determination  that  indemnification  is
proper in the circumstances because the director,  officer, employee or agent of
the corporation has met the applicable  standard of conduct.  Such determination
shall be made:

                                      II-2
<PAGE>


     (1) by the Board of Directors by a majority vote of a quorum  consisting of
directors who were not parties to the proceeding; or

     (2) if such a quorum is not obtainable or if obtainable and a majority vote
of a quorum of disinterested  directors so directs, by independent legal counsel
in a written opinion; or

     (3) by the shareholders.

     Notwithstanding  the above,  PBCL Section 1743  provides that to the extent
that a  director,  officer,  employee  or agent  of a  business  corporation  is
successful on the merits or otherwise in defense of any  proceeding  referred to
above as  contained  in  sections  1741 and  1742,  or in  defense  of any claim
therein, such person shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by such person in connection therewith.

     PBCL  Section 1745  provides  that  expenses  (including  attorneys'  fees)
incurred by an officer, director, employee or agent of a business corporation in
defending any such  proceeding may be paid by the  corporation in advance of the
final  disposition of the action or proceeding upon receipt of an undertaking to
repay the amount  advanced if it is  ultimately  determined  that the  director,
officer,  employee or agent of the corporation is not entitled to be indemnified
by the corporation.

     PBCL Section 1746  provides that the  indemnification  and  advancement  of
expenses  provided by, or granted  pursuant to, the foregoing  provisions is not
exclusive of any other rights to which a person seeking  indemnification  may be
entitled  under any bylaw,  agreement,  vote of  shareholders  or  disinterested
directors or otherwise both as to action in such person's  official capacity and
as to action in another capacity while holding office, and that  indemnification
may be granted under any bylaw, agreement,  vote of shareholders or directors or
otherwise  for any action taken  whether or not the  corporation  would have the
power to indemnify  the person  under any other  provision of law and whether or
not the indemnified  liability  arises or arose from any threatened,  pending or
completed action by or in the right of the corporation,  provided, however, that
no  indemnification  may be made in any case  where  the act or  failure  to act
giving rise to the claim for  indemnification  is  determined by a court to have
constituted willful misconduct or recklessness.

     The By-Laws of the Registrant provide that the Directors,  officers, agents
and employees of the Registrant  shall be indemnified as of right to the fullest
extent now or hereafter not  prohibited by law in connection  with any actual or
threatened  action,  suit  or  proceeding,   civil,  criminal,   administrative,
investigative  or other (whether brought by or in the right of the Registrant or
otherwise)  arising  out of  their  service  to  the  Registrant  or to  another
enterprise at the request of the Registrant.

     PBCL Section 1747 permits a Pennsylvania  business  corporation to purchase
and  maintain  insurance  on  behalf  of any  person  who is or was a  director,
officer,  employee  or  agent of the  corporation  or is or was  serving  at the
request of the corporation as a director,  officer, employee or agent of another
threatened,  pending  or  completed  action  or other  enterprise,  against  any
liability asserted against such person and incurred by him in any such capacity,
or arising out of his status as such,  whether or not the corporation would have
the power to indemnify the person  against such  liability  under the provisions
described above.

     The By-Laws of the Registrant  provide that the Registrant may purchase and
maintain  insurance  to  protect  itself  and any  Director,  officer,  agent or
employee  entitled to  indemnification  under the By-Laws  against any liability
asserted  against  such  person and  incurred  by such  person in respect of the
service of such person to the  Registrant  whether or not the  Registrant  would
have the power to indemnify  such person  against such liability by law or under
the provisions of the By-Laws.

     The  Registrant  maintains  directors'  and officers'  liability  insurance
covering its  Directors  and officers  with  respect to  liabilities,  including
liabilities  under the Securities Act of 1933, as amended,  which they may 



                                      II-3
<PAGE>

incur in  connection  with their  serving as such.  Under  this  insurance,  the
Registrant may receive  reimbursement  for amounts as to which the Directors and
officers  are  indemnified  by  the  Registrant   under  the  foregoing   By-Law
indemnification  provision.  Such  insurance  also provides  certain  additional
coverage for the Directors and officers against certain  liabilities even though
such  liabilities  may not be covered by the  foregoing  By-Law  indemnification
provision.

     As permitted by PBCL Section 1713,  the By-Laws of the  Registrant  provide
that no Director shall be personally  liable for monetary damages for any action
taken,  unless such Director's breach of duty or failure to perform  constituted
self-dealing,  willful  misconduct  or  recklessness.  The PBCL states that this
exculpation from liability does not apply to the  responsibility or liability of
a Director  pursuant to any criminal  statute or the liability of a Director for
the payment of taxes  pursuant  to Federal,  state or local law. It may also not
apply to liabilities imposed upon directors by the Federal securities laws. PBCL
Section  1715(d) creates a presumption,  subject to exceptions,  that a Director
acted in the best interests of the  corporation.  PBCL Section 1712, in defining
the  standard  of care a  Director  owes  to the  corporation,  provides  that a
Director stands in a fiduciary  relation to the corporation and must perform his
duties as a Director or as a member of any committee of the Board in good faith,
in a manner he reasonably believes to be in the best interest of the corporation
and with such care,  including  reasonable  inquiry,  skill and diligence,  as a
person of ordinary prudence would use under similar circumstances.

     ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Inapplicable.

     ITEM 8. EXHIBITS.

     The following  exhibits are filed herewith or  incorporated by reference as
part of this Registration Statement:

    EXHIBIT NO.                     DESCRIPTION

      4.01        Restated  Articles of  Incorporation  of Federated  Investors,
                  Inc.  (incorporated  by  reference  to  Exhibit  3.01  to  the
                  Registrant's  Registration  Statement on Form S-4,  filed with
                  the Commission on March 20, 1998 (File No. 333-48361))

      4.02        Restated  By-laws of Federated  Investors, Inc.  (incorporated
                  by reference to Exhibit 3.02 to the  Registrant's Registration
                  Statement on Form S-4,  filed  with the  Commission  on  March
                  20, 1998 (File No. 333-48361))

      5.01        Opinion of  Kirkpatrick  & Lockhart LLP, as to the legality of
                  the shares being registered

      23.01       Consent of Kirkpatrick & Lockhart LLP (included in the Opinion
                  filed as Exhibit 5.1)

      23.02       Consent of Ernst & Young LLP

      23.03       Consent of KPMG Peat Marwick LLP

      24.01       Power of  Attorney  (set forth on the  signature  page of this
                  Registration Statement)



                                      II-4
<PAGE>

      ITEM 9.  UNDERTAKINGS.

            (a)  The undersigned Registrant hereby undertakes:

            (1) To file,  during any  period in which  offers of sales are being
      made, a post-effective amendment to this Registration Statement:

                            (i)  To  include   any    prospectus   required   by
                  Section   10(a)(3)   of   the Securities Act;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent  post-effective  amendment thereof) which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  Registration
                  Statement;

                          (iii) To include any material information with respect
                  to the plan of  distribution  not previously  disclosed in the
                  Registration   Statement  or  any  material   change  to  such
                  information in the Registration Statement;

            Provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) do not
            apply if the information required to be included in a post-effective
            amendment by those paragraphs is contained in periodic reports filed
            by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
            Exchange Act that are  incorporated by reference in the Registration
            Statement.

            (2) That,  for the purpose of  determining  any liability  under the
      Securities Act, each such post-effective amendment shall be deemed to be a
      new registration statement relating to the securities offered therein, and
      the  offering  of such  securities  at that time shall be deemed to be the
      initial bona fide offering thereof.

            (3)  To  remove  from  registration  by  means  of a  post-effective
      amendment any of the securities  being  registered  which remain unsold at
      the termination of the offering.

            (b) The undersigned  Registrant hereby undertakes that, for purposes
of  determining  any  liability  under the  Securities  Act,  each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated  by reference in the  Registration  Statement
shall be deemed to be a new  Registration  Statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereto.

                                    * * *

            (h) Insofar as  indemnification  for  liabilities  arising under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act and is, therefore,  unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses 



                                      II-5
<PAGE>

incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered,  submit to a court of appropriate  jurisdiction the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue.


                                      II-6
<PAGE>


                                   SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
    the Registrant  certifies that it has reasonable  grounds to believe that it
    meets all of the  requirements  for  filing on Form S-8 and has duly  caused
    this  Registration  Statement to be signed on its behalf by the undersigned,
    thereunto  duly  authorized,  in the  City of  Pittsburgh,  Commonwealth  of
    Pennsylvania, on June 9, 1998.


                                          FEDERATED INVESTORS, INC.


                                              By:  /S/  J. CHRISTOPHER DONAHUE
                                                   ---------------------------
                                                    J. Christopher Donahue
                                                    President, Chief Executive 
                                                    Officer and Director

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears  below  constitutes  and appoints  Thomas R. Donahue his or her true and
lawful   attorney-in-fact  and  agent,  with  full  power  of  substitution  and
resubstitution,  for him or her and in his or her name,  place and stead, in any
and  all  capacities,  to  sign  any and  all  amendments  to this  Registration
Statement,   and  to  file  the  same  with  all  exhibits  thereto,  and  other
documentation  in  connection  therewith,   with  the  Securities  and  Exchange
Commission,  granting  unto  said  attorney-in-fact  and  agent  full  power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person,  hereby  ratifying and  confirming  all that
said attorney-in-fact and agent, or his substitute or substitutes,  may lawfully
do or cause to be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the date(s) indicated:


            SIGNATURE               CAPACITY                      DATE


   /S/ JOHN F. DONAHUE         Chairman and Director            June 9, 1998
   ------------------------
   John F. Donahue



   /S/ J. CHRISTOPHER DONAHUE   President, Chief                June 9, 1998
   ------------------------     Executive  Officer          
    J. Christopher Donahue      (Principal Executive
                                Officer) and Director


                                Director                        June 9, 1998
    ------------------------
    John W. McGonigle   




    /S/ THOMAS R. DONAHUE         Vice President, Chief         June 9, 1998
    ------------------------      Financial
    Officer June 9, 1998          (Principal Financial and
    Thomas R. Donahue             Officer) and Director         
    Accounting
                                    

                                      II-7
<PAGE>



    /S/ ARTHUR L. CHERRY           Director               June 9, 1998
    ------------------------                            
    Arthur L. Cherry



    /S/ JAMES F. GETZ              Director               June 9, 1998
    ------------------------    
    James F. Getz



    /S/ JOHN B. FISHER            Director                June 9, 1998
    ------------------------                               
    John B. Fisher



                                                           
    ------------------------                             
    Eugene F. Maloney           June 9, 1998              Director





                                      II-8
<PAGE>


                                  EXHIBIT INDEX


EXHIBIT NO.                          DESCRIPTION                      SEQUENTIAL
                                                                     PAGE NUMBER

    4.01     Restated Articles of Incorporation of Federated Investors,      ___
             Inc. (incorporated by reference to Exhibit 3.01 to the
             Registrant's Registration Statement on Form S-4, filed
             with the Commission on March 20, 1998 (File No. 333-48361))

    4.02     Restated By-laws of Federated Investors, Inc.                   ___
             (incorporated by reference to Exhibit 3.02 to the
             Registrant's Registration Statement on Form S-4, filed
             with the Commission on March 20, 1998 (File No. 333-48361))

    5.01     Opinion of Kirkpatrick & Lockhart, as to the legality of         11
             the shares being registered

   23.01     Consent of Kirkpatrick & Lockhart LLP (included in the           11
             Opinion filed as Exhibit 5.1)

   23.02     Consent of Ernst & Young LLP                                     12

   23.03     Consent of KPMG Peat Marwick LLP                                 13

   24.01     Power of Attorney (set forth on the signature page of this        8
             Registration Statement)




<PAGE>
[{"type": "S-8", "sequence": "1", "description": "S-8 FOR FEDERATED INVESTORS", "secsgml_size_bytes": 24552}]
{"company-data": {"conformed-name": "FEDERATED INVESTORS INC /PA/", "cik": "0001056288", "assigned-sic": "6770", "irs-number": "251111467", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56429", "film-number": "98644908"}, "business-address": {"street1": "FEDERATED INVESTORS TOWER", "city": "PITTSBURGH", "state": "PA", "zip": "15222", "phone": "4122881900"}, "mail-address": {"street1": "FEDERATED INVESTORS TOWER", "city": "PITTSBURGH", "state": "PA", "zip": "15222"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 9, 1998

                                                  Registration No. 333-________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                      ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------

                            FEDERATED INVESTORS, INC.
             (Exact name of registrant as specified in its charter)

            PENNSYLVANIA                                 25-1111467
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

           FEDERATED INVESTORS TOWER
           PITTSBURGH, PENNSYLVANIA                             15222-3779
      (Address of principal executive offices)                  (Zip Code)

                            FEDERATED INVESTORS, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                                JOHN W. MCGONIGLE
                  EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
                            FEDERATED INVESTORS TOWER
                       PITTSBURGH, PENNSYLVANIA 15222-3779
                     (Name and address of agent for service)

                                 (412) 288-1900
          (Telephone number, including area code, of agent for service)

                                 With Copies To:

                                 RICHARD E. WOOD
                           KIRKPATRICK & LOCKHART LLP
                              1500 OLIVER BUILDING
                       PITTSBURGH, PENNSYLVANIA 15222-2312
                                 (412) 355-6500

                         CALCULATION OF REGISTRATION FEE

================================================================================
      TITLE OF                         PROPOSED       PROPOSED        AMOUNT OF
     SECURITIES       AMOUNT TO BE     MAXIMUM         MAXIMUM      REGISTRATION
  TO BE REGISTERED     REGISTERED   OFFERING PRICE    AGGREGATE         FEE
                                     PER SHARE(1)  OFFERING PRICE
================================================================================
Class B Common        500,000           $16.47       $8,235,000        $2,430
Stock, no par         shares
value 
per share
================================================================================
     (1) Estimated  solely for the purpose of calculating the  registration  fee
pursuant to Rule 457(h).  The fee is  calculated  on the basis of the average of
the high and low prices for Federated Investors,  Inc.'s Class B Common Stock as
reported  on the New  York  Stock  Exchange  Composite  Tape  on  June 2,  1998.
--------------------------------------------------------------------------------
PART II
                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

    ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The  following   documents   filed  by  Federated   Investors,   Inc.  (the
"Registrant")  with the Securities and Exchange  Commission  (the  "Commission")
pursuant to the Securities Act of 1933, as amended (the  "Securities  Act"),  or
the  Securities  Exchange Act of 1934,  as amended  (the  "Exchange  Act"),  are
incorporated by reference into this Registration  Statement:  (i) the prospectus
(the  "Prospectus")  filed  with  the  Commission  as part  of the  Registration
Statement on Form S-1 (File No. 333-48405),  filed on March 20, 1998, as amended
by Amendment No. 1, filed on April 17, 1994, Amendment No. 2, filed on April 24,
1998, and Amendment No. 3, filed on April 24, 1998, and (ii) the  description of
the  Registrant's  Common  Stock  contained  in  the  Registrant's  Registration
Statement on Form 8-A under the  Exchange  Act filed on May 11, 1998,  including
all amendments and reports updating such description.

     All documents  subsequently  filed by the  Registrant  with the  Commission
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act after the
date of this Registration Statement, but prior to the filing of a post-effective
amendment to this  Registration  Statement  which  indicates that all securities
offered by this  Registration  Statement have been sold or which deregisters all
such  securities  then remaining  unsold,  shall be deemed to be incorporated by
reference  into this  Registration  Statement.  Each  document  incorporated  by
reference into this Registration  Statement shall be deemed to be a part of this
Registration  Statement  from  the  date of  filing  of such  document  with the
Commission until the information  contained  therein is superseded or updated by
any  subsequently  filed document which is  incorporated  by reference into this
Registration  Statement  or by  any  document  which  constitutes  part  of  the
prospectus  relating to the Federated  Investors,  Inc.  Employee Stock Purchase
Plan (the "Plan")  meeting the  requirements  of Section 10(a) of the Securities
Act.

    ITEM 4. DESCRIPTION OF SECURITIES.

     The class of securities to be offered under this Registration  Statement is
registered under Section 12 of the Exchange Act.

    ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     None.

    ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Sections 1741 and 1742 of the  Pennsylvania  Business  Corporation Law (the
"PBCL")  provide that a business  corporation  shall have the power to indemnify
any  person  who was or is a party  or is  threatened  to be made a party to any
threatened,  pending or completed action or proceeding whether civil,  criminal,
administrative  or  investigative,  by reason of the fact that such person is or
was a  director,  officer,  employee  or agent of  another  domestic  or foreign
corporation for profit or not-for-profit,  partnership,  joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement  actually and reasonably  incurred by such person
in connection with such proceeding,  if such person acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the corporation, and, with respect to any criminal proceeding, has no reasonable
cause to believe his conduct was unlawful. In the case of an action by or in the
right of the corporation, such indemnification is limited to expenses (including
attorneys'  fees) actually and reasonably  incurred by such person in connection
with the defense or  settlement of such action,  except that no  indemnification
shall be made in respect of any claim,  issue or matter as to which such  person
has been adjudged to be liable to the corporation unless, and only to the extent
that, a court determines upon application that, despite the

                                      II-1
adjudication of liability but in view of all the  circumstances,  such person is
fairly and  reasonably  entitled to indemnity  for the  expenses  that the court
deems proper.

     PBCL  Section  1744  provides  that,   unless  ordered  by  a  court,   any
indemnification  referred  to  above  shall be made by the  corporation  only as
authorized in the specific case upon a  determination  that  indemnification  is
proper in the circumstances because the director,  officer, employee or agent of
the corporation has met the applicable  standard of conduct.  Such determination
shall be made:

                                      II-2
(1) by the Board of Directors by a majority vote of a quorum  consisting of
directors who were not parties to the proceeding; or

     (2) if such a quorum is not obtainable or if obtainable and a majority vote
of a quorum of disinterested  directors so directs, by independent legal counsel
in a written opinion; or

     (3) by the shareholders.

     Notwithstanding  the above,  PBCL Section 1743  provides that to the extent
that a  director,  officer,  employee  or agent  of a  business  corporation  is
successful on the merits or otherwise in defense of any  proceeding  referred to
above as  contained  in  sections  1741 and  1742,  or in  defense  of any claim
therein, such person shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by such person in connection therewith.

     PBCL  Section 1745  provides  that  expenses  (including  attorneys'  fees)
incurred by an officer, director, employee or agent of a business corporation in
defending any such  proceeding may be paid by the  corporation in advance of the
final  disposition of the action or proceeding upon receipt of an undertaking to
repay the amount  advanced if it is  ultimately  determined  that the  director,
officer,  employee or agent of the corporation is not entitled to be indemnified
by the corporation.

     PBCL Section 1746  provides that the  indemnification  and  advancement  of
expenses  provided by, or granted  pursuant to, the foregoing  provisions is not
exclusive of any other rights to which a person seeking  indemnification  may be
entitled  under any bylaw,  agreement,  vote of  shareholders  or  disinterested
directors or otherwise both as to action in such person's  official capacity and
as to action in another capacity while holding office, and that  indemnification
may be granted under any bylaw, agreement,  vote of shareholders or directors or
otherwise  for any action taken  whether or not the  corporation  would have the
power to indemnify  the person  under any other  provision of law and whether or
not the indemnified  liability  arises or arose from any threatened,  pending or
completed action by or in the right of the corporation,  provided, however, that
no  indemnification  may be made in any case  where  the act or  failure  to act
giving rise to the claim for  indemnification  is  determined by a court to have
constituted willful misconduct or recklessness.

     The By-Laws of the Registrant provide that the Directors,  officers, agents
and employees of the Registrant  shall be indemnified as of right to the fullest
extent now or hereafter not  prohibited by law in connection  with any actual or
threatened  action,  suit  or  proceeding,   civil,  criminal,   administrative,
investigative  or other (whether brought by or in the right of the Registrant or
otherwise)  arising  out of  their  service  to  the  Registrant  or to  another
enterprise at the request of the Registrant.

     PBCL Section 1747 permits a Pennsylvania  business  corporation to purchase
and  maintain  insurance  on  behalf  of any  person  who is or was a  director,
officer,  employee  or  agent of the  corporation  or is or was  serving  at the
request of the corporation as a director,  officer, employee or agent of another
threatened,  pending  or  completed  action  or other  enterprise,  against  any
liability asserted against such person and incurred by him in any such capacity,
or arising out of his status as such,  whether or not the corporation would have
the power to indemnify the person  against such  liability  under the provisions
described above.

     The By-Laws of the Registrant  provide that the Registrant may purchase and
maintain  insurance  to  protect  itself  and any  Director,  officer,  agent or
employee  entitled to  indemnification  under the By-Laws  against any liability
asserted  against  such  person and  incurred  by such  person in respect of the
service of such person to the  Registrant  whether or not the  Registrant  would
have the power to indemnify  such person  against such liability by law or under
the provisions of the By-Laws.

     The  Registrant  maintains  directors'  and officers'  liability  insurance
covering its  Directors  and officers  with  respect to  liabilities,  including
liabilities  under the Securities Act of 1933, as amended,  which they may 

                                      II-3
incur in  connection  with their  serving as such.  Under  this  insurance,  the
Registrant may receive  reimbursement  for amounts as to which the Directors and
officers  are  indemnified  by  the  Registrant   under  the  foregoing   By-Law
indemnification  provision.  Such  insurance  also provides  certain  additional
coverage for the Directors and officers against certain  liabilities even though
such  liabilities  may not be covered by the  foregoing  By-Law  indemnification
provision.

     As permitted by PBCL Section 1713,  the By-Laws of the  Registrant  provide
that no Director shall be personally  liable for monetary damages for any action
taken,  unless such Director's breach of duty or failure to perform  constituted
self-dealing,  willful  misconduct  or  recklessness.  The PBCL states that this
exculpation from liability does not apply to the  responsibility or liability of
a Director  pursuant to any criminal  statute or the liability of a Director for
the payment of taxes  pursuant  to Federal,  state or local law. It may also not
apply to liabilities imposed upon directors by the Federal securities laws. PBCL
Section  1715(d) creates a presumption,  subject to exceptions,  that a Director
acted in the best interests of the  corporation.  PBCL Section 1712, in defining
the  standard  of care a  Director  owes  to the  corporation,  provides  that a
Director stands in a fiduciary  relation to the corporation and must perform his
duties as a Director or as a member of any committee of the Board in good faith,
in a manner he reasonably believes to be in the best interest of the corporation
and with such care,  including  reasonable  inquiry,  skill and diligence,  as a
person of ordinary prudence would use under similar circumstances.

     ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Inapplicable.

     ITEM 8. EXHIBITS.

     The following  exhibits are filed herewith or  incorporated by reference as
part of this Registration Statement:

    EXHIBIT NO.                     DESCRIPTION

      4.01        Restated  Articles of  Incorporation  of Federated  Investors,
                  Inc.  (incorporated  by  reference  to  Exhibit  3.01  to  the
                  Registrant's  Registration  Statement on Form S-4,  filed with
                  the Commission on March 20, 1998 (File No. 333-48361))

      4.02        Restated  By-laws of Federated  Investors, Inc.  (incorporated
                  by reference to Exhibit 3.02 to the  Registrant's Registration
                  Statement on Form S-4,  filed  with the  Commission  on  March
                  20, 1998 (File No. 333-48361))

      5.01        Opinion of  Kirkpatrick  & Lockhart LLP, as to the legality of
                  the shares being registered

      23.01       Consent of Kirkpatrick & Lockhart LLP (included in the Opinion
                  filed as Exhibit 5.1)

      23.02       Consent of Ernst & Young LLP

      23.03       Consent of KPMG Peat Marwick LLP

      24.01       Power of  Attorney  (set forth on the  signature  page of this
                  Registration Statement)

                                      II-4
ITEM 9.  UNDERTAKINGS.

            (a)  The undersigned Registrant hereby undertakes:

            (1) To file,  during any  period in which  offers of sales are being
      made, a post-effective amendment to this Registration Statement:

                            (i)  To  include   any    prospectus   required   by
                  Section   10(a)(3)   of   the Securities Act;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent  post-effective  amendment thereof) which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  Registration
                  Statement;

                          (iii) To include any material information with respect
                  to the plan of  distribution  not previously  disclosed in the
                  Registration   Statement  or  any  material   change  to  such
                  information in the Registration Statement;

            Provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) do not
            apply if the information required to be included in a post-effective
            amendment by those paragraphs is contained in periodic reports filed
            by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
            Exchange Act that are  incorporated by reference in the Registration
            Statement.

            (2) That,  for the purpose of  determining  any liability  under the
      Securities Act, each such post-effective amendment shall be deemed to be a
      new registration statement relating to the securities offered therein, and
      the  offering  of such  securities  at that time shall be deemed to be the
      initial bona fide offering thereof.

            (3)  To  remove  from  registration  by  means  of a  post-effective
      amendment any of the securities  being  registered  which remain unsold at
      the termination of the offering.

            (b) The undersigned  Registrant hereby undertakes that, for purposes
of  determining  any  liability  under the  Securities  Act,  each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated  by reference in the  Registration  Statement
shall be deemed to be a new  Registration  Statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereto.

                                    * * *

            (h) Insofar as  indemnification  for  liabilities  arising under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act and is, therefore,  unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses 

                                      II-5
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered,  submit to a court of appropriate  jurisdiction the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue.

                                      II-6
SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
    the Registrant  certifies that it has reasonable  grounds to believe that it
    meets all of the  requirements  for  filing on Form S-8 and has duly  caused
    this  Registration  Statement to be signed on its behalf by the undersigned,
    thereunto  duly  authorized,  in the  City of  Pittsburgh,  Commonwealth  of
    Pennsylvania, on June 9, 1998.

                                          FEDERATED INVESTORS, INC.

                                              By:  /S/  J. CHRISTOPHER DONAHUE
                                                   ---------------------------
                                                    J. Christopher Donahue
                                                    President, Chief Executive 
                                                    Officer and Director

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears  below  constitutes  and appoints  Thomas R. Donahue his or her true and
lawful   attorney-in-fact  and  agent,  with  full  power  of  substitution  and
resubstitution,  for him or her and in his or her name,  place and stead, in any
and  all  capacities,  to  sign  any and  all  amendments  to this  Registration
Statement,   and  to  file  the  same  with  all  exhibits  thereto,  and  other
documentation  in  connection  therewith,   with  the  Securities  and  Exchange
Commission,  granting  unto  said  attorney-in-fact  and  agent  full  power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person,  hereby  ratifying and  confirming  all that
said attorney-in-fact and agent, or his substitute or substitutes,  may lawfully
do or cause to be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the date(s) indicated:

            SIGNATURE               CAPACITY                      DATE

   /S/ JOHN F. DONAHUE         Chairman and Director            June 9, 1998
   ------------------------
   John F. Donahue

   /S/ J. CHRISTOPHER DONAHUE   President, Chief                June 9, 1998
   ------------------------     Executive  Officer          
    J. Christopher Donahue      (Principal Executive
                                Officer) and Director

                                Director                        June 9, 1998
    ------------------------
    John W. McGonigle   

    /S/ THOMAS R. DONAHUE         Vice President, Chief         June 9, 1998
    ------------------------      Financial
    Officer June 9, 1998          (Principal Financial and
    Thomas R. Donahue             Officer) and Director         
    Accounting
                                    

                                      II-7
/S/ ARTHUR L. CHERRY           Director               June 9, 1998
    ------------------------                            
    Arthur L. Cherry

    /S/ JAMES F. GETZ              Director               June 9, 1998
    ------------------------    
    James F. Getz

    /S/ JOHN B. FISHER            Director                June 9, 1998
    ------------------------                               
    John B. Fisher

                                                           
    ------------------------                             
    Eugene F. Maloney           June 9, 1998              Director

                                      II-8
EXHIBIT INDEX

EXHIBIT NO.                          DESCRIPTION                      SEQUENTIAL
                                                                     PAGE NUMBER

    4.01     Restated Articles of Incorporation of Federated Investors,      ___
             Inc. (incorporated by reference to Exhibit 3.01 to the
             Registrant's Registration Statement on Form S-4, filed
             with the Commission on March 20, 1998 (File No. 333-48361))

    4.02     Restated By-laws of Federated Investors, Inc.                   ___
             (incorporated by reference to Exhibit 3.02 to the
             Registrant's Registration Statement on Form S-4, filed
             with the Commission on March 20, 1998 (File No. 333-48361))

    5.01     Opinion of Kirkpatrick & Lockhart, as to the legality of         11
             the shares being registered

   23.01     Consent of Kirkpatrick & Lockhart LLP (included in the           11
             Opinion filed as Exhibit 5.1)

   23.02     Consent of Ernst & Young LLP                                     12

   23.03     Consent of KPMG Peat Marwick LLP                                 13

   24.01     Power of Attorney (set forth on the signature page of this        8
             Registration Statement)