SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                   CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF

                           THE SECURITIES ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):  JUNE 22, 2000


                               FEDERATED INVESTORS, INC.
                (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                              PENNSYLVANIA 001-14818 25-1111467
             (STATE OR OTHER JURISDICTION         (COMMISSION FILE NUMBER)
               (I.R.S. EMPLOYER
                     OF INCORPORATION)

IDENTIFICATION NO.)

                            FEDERATED INVESTORS TOWER

                          PITTSBURGH, PENNSYLVANIA 15222-3779
             (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)


                                    (412) 288-8141
                 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)


ITEM 5.  OTHER EVENTS.

      On June 22, 2000, Federated Investors, Inc. ("Federated") announced a
three-for-two stock split of Federated's common stock. The stock split will be
effected as a dividend to shareholders of record as of July 7, 2000.
Shareholders will receive one additional share of Federated common stock for
every two shares that they own as of the record date. New shares will be
distributed to stockholders on July 17, 2000, the payable date.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIALS AND EXHIBITS.

      (c)   Exhibits

            99.1 Press Release dated June 22, 2000 regarding Federated's stock
split.

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                    FEDERATED INVESTORS, INC.
                                  (REGISTRANT)

Dated:  July 12, 2000                     By: /s/ Thomas R. Donahue
                                          Thomas R. Donahue
                                          Vice President, Treasurer
                                          and Chief Financial Officer
                                          EXHIBIT INDEX

Exhibit Number                                  Description

99.1      Press Release dated June 22, 2000 regarding Federated's stock
          split




Exhibit 99.1





                                                                      

                       NEWS RELEASE

Contact: MEDIA                          MEDIA                              ANALYSTS
         J.T. Tuskan                    Anne Cumberledge                   Ray Hanley
         (412) 288-7895                 (412) 288-7538                     (412) 288-1920
         jtuskan@federatedinv.com       acumberledge@federatedinv.com      rhanley@federatedinv.com


FEDERATED INVESTORS, INC. ANNOUNCES 3 FOR 2 STOCK SPLIT

(PITTSBURGH, PA, June 22, 2000) -- Federated Investors, Inc. (NYSE: FII), one of
the nation's largest investment management companies, today announced that the
company's board of directors has approved a three-for-two stock split (stock
split) on Federated Common Stock. The stock split will be effected as a dividend
to shareholders of record as of July 7, 2000. The announcement was made by J.
Christopher Donahue, president and CEO of Federated Investors, Inc.

Shareholders will receive one additional share of Federated Common Stock for
every two shares that they own as of the record date. The broker cut-off date
for the stock split is July 14, 2000. New shares will be distributed to
stockholders on July 17, 2000, the payable date. A check representing the value
of any resulting fractional shares will be distributed on July 20, 2000.

"Federated has increased shareholder value this year through strong sales growth
in our multi-channel distribution system, including record-high sales of
domestic and international equity funds," Donahue said. "We believe the stock
split will provide a more liquid market for Federated stock and increase the
ability for investors to own FII."

Federated Investors, Inc. is a world-class investment manager and one of the
largest mutual fund companies in the United States, managing $125 billion in
more than 175 mutual funds and separate accounts as of March 31, 2000. Financial
professionals nationwide invest in Federated's equity, international/global,
bond and money market mutual fund products on behalf of individual investors and
institutions.

                                          ###


Certain statements in this press release, such as those related to the
development of increased liquidity in the market, constitute forward-looking
statements, which involve known and unknown risks, uncertainties, and other
factors that may cause the actual results, levels of activity, performance, or
achievements of the company, or industry results, to be materially different
from any future results, levels of activity, performance, or achievements
expressed or implied by such forward-looking statements. Such factors include
those discussed in the company's annual and quarterly reports as filed with the
Securities and Exchange Commission. As a result, no assurance can be given as to
future results, levels of activity, performance or achievements, and neither the
company nor any other person assumes responsibility for the accuracy and
completeness of such statements.

Editor's Note: For more complete information on Federated funds, please call
Cheri Pegher at (412) 288-1471 for prospectuses. Investors should read the
prospectus carefully before investing.

Federated Securities Corp. is the distributor for the Federated funds.