UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 FORM 4 / / Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b) (Print or Type Responses) 1. Name and Address of Reporting Person* Cherry, Jr. Arthur L. (Last) (First) (Middle) c/o Federated Investors, Inc. Federated Investors Tower (Street) Pittsburgh PA 15222-3779 (City) (State) (Zip) 2. Issuer Name and Ticker or Trading Symbol Federated Investors, Inc. FII 3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary) 4. Statement for Month/Day/Year April 11, 2003 5. If Amendment, Date of Original (Month/Year) 6. Relationship of Reporting Person(s) to Issuer (Check all applicable) ___X_____ Director ________ 10% Owner ___X_____ Officer (give title below) ________ Other (specify below) President, Federated Services Company 7. Individual or Joint/Group Reporting (Check Applicable Limit) ___X___ Form filed by One Reporting Person _______ Form filed by More than One Reporting Person Table I -- Non-Derivative Securities Acquired,, Disposed of, or Beneficially Owned 1. Title of 2. Transaction 3. Transaction 4. Securities Acquired 5. Amount of 6. Ownership 7. Nature Security Date Code (A) or Disposed of Securities Form: Direct (D) of Indirect (Instr. 3) (Mon/day/year) (Instr. 8) (D) (Instr. 3, 4, and 5) Beneficially or Indirect (I) Beneficial Owned at End of (Instr. 4) Ownership Month (Instr. 4) (Instr. 3 and 4) Code V Amount (A) or Price (D) Class B Common 693,243 D Stock Class B Common 4/11/2003 S 10,000 D $27.6764 6,935 I By Spouse Stock Class B Common 4/11/2003 S 36,000 D $27.6764 38,048 I By Spouse Stock as custodian for minor children Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). FORM 4 (continued) Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of 2. Conversion 3. Transaction 4. Transaction 5. Number of 6. Date Derivative Security or Exercise Date Code Derivative Exercisable and (Instr. 3) Price of (Month/Day/Year) (Instr. 8) Securities Expiration Date Derivative Acquired (A) or (Month/Day/Year) Security Disposed of (D) (Instr. 3, 4, and 5) Code V (A) (D) Date Expiration Exercisable Date 7. Title and Amount of 8. Price of 9. Number of 10. Ownership 11. Nature of Underlying Securities Derivative derivative Form of Indirect Beneficial (Instr. 3 and 4) Security Securities Derivative Ownership (Instr. 5) Beneficially Owned Security: (Instr. 4) at End of Month Direct (D) or (Instr. 4) indirect (I) (Instr. 4) Title Amount or Number of Shares Explanation of Responses: ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number. /s/ Kary A. Moore (Attorney- in-Fact) April 15, 2003 **Signature of Reporting Person Date The Power of Attorney filed April 7, 2003 is incorporated herein by reference.