AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 28, 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                              (Zip Code)
        executive offices)

     

                            FEDERATED INVESTORS, INC.
                            1998 STOCK INCENTIVE 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
<TABLE>
<CAPTION>
      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
<S>                     <C>                    <C>              <C>                <C>
               
Class B Common Stock,   9,267,000 shares       $14.47           $134,093,490       $39,558
no par 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 August 27, 1998.

--------------------------------------------------------------------------------
</TABLE>

<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, 1998,  Amendment No.
    2, filed on April 24, 1998,  and  Amendment  No. 3, filed on April 24, 1998,
    (ii) the  Registrant's  Quarterly Report on Form 10-Q for the quarters ended
    March  31,  1998  and  June 30,  1998,  and  (iii)  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.  1998  Stock  Incentive  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 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.



                                      II-1
<PAGE>


      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:

          (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
    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


                                      II-2
<PAGE>

    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-3
<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  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-4
<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 this 28th day of August, 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:


<TABLE>
<CAPTION>
            SIGNATURE           CAPACITY                        DATE

<S>                             <C>                              <C>  

/s/ John F. Donahue             Chairman and Director            August 28, 1998
---------------------------
John F. Donahue



/s/ J. Christopher Donahue      President, Chief Executive       August 28, 1998
---------------------------     Officer (Principal Executive
J. Christopher Donahue          Officer) and Director          



/s/ John W. McGonigle           Director                         August 28, 1998
---------------------------
John W. McGonigle



/s/ Thomas R. Donahue           Vice President, Chief Financial  August 28, 1998
---------------------------     Officer (Principal Financial
Thomas R. Donahue               and Accounting Officer) and 
                                Director



---------------------------
Arthur L. Cherry                Director                         August 28, 1998



                                      II-5
<PAGE>


/s/ James F. Getz               Director                         August 28, 1998
---------------------------
James F. Getz



---------------------------     Director                         August 28, 1998
John B. Fisher



/s/ Eugene F. Maloney           Director                        Austust 28, 1998
---------------------------
Eugene F. Maloney




                                      II-6
</TABLE>

<PAGE>


<TABLE>
<CAPTION>

                                  EXHIBIT INDEX

                                                                                     SEQUENTIAL
EXHIBIT NO.                          DESCRIPTION                                     PAGE NUMBER
-----------                          -----------                                     -----------
    <S>      <C>                                                                         <C>

    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 the shares           9
             being registered

   23.01     Consent of Kirkpatrick & Lockhart  LLP  (included  in  the  Opinion           9
             filed as Exhibit 5.1)
      
   23.02     Consent of Ernst & Young LLP                                                 10

   23.03     Consent of KPMG Peat Marwick LLP                                             11

   24.01     Power  of  Attorney  (set   forth   on   the signature page of this           6
             Registration Statement)
</TABLE>

                                      II-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR FEDERATED INVESTORS, INC.", "secsgml_size_bytes": 25368}]
{"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": "333-62471", "film-number": "98700818"}, "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 AUGUST 28, 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                              (Zip Code)
        executive offices)

     

                            FEDERATED INVESTORS, INC.
                            1998 STOCK INCENTIVE 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 Stock,   9,267,000 shares       $14.47           $134,093,490       $39,558
no par 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 August 27, 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, 1998,  Amendment No.
    2, filed on April 24, 1998,  and  Amendment  No. 3, filed on April 24, 1998,
    (ii) the  Registrant's  Quarterly Report on Form 10-Q for the quarters ended
    March  31,  1998  and  June 30,  1998,  and  (iii)  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.  1998  Stock  Incentive  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 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.

                                      II-1
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:

          (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
    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

                                      II-2
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-3
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  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-4
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 this 28th day of August, 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            August 28, 1998
---------------------------
John F. Donahue

/s/ J. Christopher Donahue      President, Chief Executive       August 28, 1998
---------------------------     Officer (Principal Executive
J. Christopher Donahue          Officer) and Director          

/s/ John W. McGonigle           Director                         August 28, 1998
---------------------------
John W. McGonigle

/s/ Thomas R. Donahue           Vice President, Chief Financial  August 28, 1998
---------------------------     Officer (Principal Financial
Thomas R. Donahue               and Accounting Officer) and 
                                Director

---------------------------
Arthur L. Cherry                Director                         August 28, 1998

                                      II-5
/s/ James F. Getz               Director                         August 28, 1998
---------------------------
James F. Getz

---------------------------     Director                         August 28, 1998
John B. Fisher

/s/ Eugene F. Maloney           Director                        Austust 28, 1998
---------------------------
Eugene F. Maloney

                                      II-6
EXHIBIT INDEX

                                                                                     SEQUENTIAL
EXHIBIT NO.                          DESCRIPTION                                     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 the shares           9
             being registered

   23.01     Consent of Kirkpatrick & Lockhart  LLP  (included  in  the  Opinion           9
             filed as Exhibit 5.1)
      
   23.02     Consent of Ernst & Young LLP                                                 10

   23.03     Consent of KPMG Peat Marwick LLP                                             11

   24.01     Power  of  Attorney  (set   forth   on   the signature page of this           6
             Registration Statement)
II-7