On December 2, 2008, Federated Investors, Inc. (Federated) filed under this item of Form 8-K its acquisition of Clover Capital Management, Inc. (Clover Capital). The Form 8-K filed on December 2, 2008 is being amended hereby as permitted by Item 9.01 Financial Statements and Exhibits to furnish the unaudited pro forma financial statements required pursuant to Article 11 of Regulation S-X (Amendment No. 1).

(b) Pro forma financial information.

(i) The pro forma financial statements required pursuant to Article 11 of Regulation S-X are incorporated herein by reference to Exhibit 99.2, via Amendment No. 1 to the Registrant's Current Report on Form 8-K dated December 2, 2008.

(1) Unaudited Pro Forma Consolidated Balance Sheet as of September 30, 2008

(2) Unaudited Pro Forma Consolidated Statement of Income for the Nine Months Ended September 30, 2008

(3) Unaudited Pro Forma Consolidated Statement of Income for the Year Ended December 31, 2007

(4) Notes to Unaudited Pro Forma Consolidated Financial Statements

(d) Exhibits.

99.1     Press Release dated December 2, 2008 regarding Federated's acquisition of
         Clover Capital (incorporated by reference to Exhibit 99.1 to the
         December 2, 2008 Current Report on Form 8-K (File No. 001-14818))

99.2     Unaudited Pro Forma Consolidated Financial Statements (filed herewith)