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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                          (Amendment No. ___________)*



                                 Omnicell, Inc.
                                (Name of Issuer)


                                  Common Stock
                         (Title of Class of Securities)


                                    68213N109
                                 (CUSIP Number)


                                December 31, 2002
             (Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

[ X ] Rule 13d-1(b)
[   ] Rule 13d-1(c)
[   ] Rule 13d-1(d)



     *The  remainder  of this cover  page  shall be filled  out for a  reporting
person's  initial  filing on this  form with  respect  to the  subject  class of
securities,  and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.


     The  information  required in the remainder of this cover page shall not be
deemed to be "filed"  for the purpose of Section 18 of the  Securities  Exchange
Act of 1934 ("Act") or otherwise  subject to the  liabilities of that section of
the Act but shall be subject to all other  provisions of the Act  (however,  see
the Notes).




     1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Federated Investors, Inc.


2.  Check the Appropriate Box if a Member of a Group (See Instructions)


(a)

(b)


3. SEC Use Only


4. Citizenship or Place of Organization
      Pennsylvania


Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power  1,375,400


6. Shared Voting Power

7. Sole Dispositive Power  1,375,400

8. Shared Dispositive Power

9. Aggregate Amount Beneficially Owned by Each Reporting Person  1,375,400

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)

11. Percent of Class Represented by Amount in Row (9)  6.3%

12. Type of Reporting Person (See Instructions) HC




     1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Voting Shares Irrevocable Trust


2.  Check the Appropriate Box if a Member of a Group (See Instructions)


(a)

(b)


3. SEC Use Only


4. Citizenship or Place of Organization
      Pennsylvania


Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power  1,375,400


6. Shared Voting Power


7. Sole Dispositive Power  1,375,400


8. Shared Dispositive Power


9. Aggregate Amount Beneficially Owned by Each Reporting Person  1,375,400


10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)

11. Percent of Class Represented by Amount in Row (9)  6.3%


12. Type of Reporting Person (See Instructions) OO



     1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

John F. Donahue


2.  Check the Appropriate Box if a Member of a Group (See Instructions)


(a)

(b)


3. SEC Use Only


4. Citizenship or Place of Organization
      United States


Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power


6. Shared Voting Power  1,375,400


7. Sole Dispositive Power


8. Shared Dispositive Power  1,375,400


9. Aggregate Amount Beneficially Owned by Each Reporting Person  1,375,400


10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)

11. Percent of Class Represented by Amount in Row (9)  6.3%


12. Type of Reporting Person (See Instructions) IN



     1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Rhodora J. Donahue


2.  Check the Appropriate Box if a Member of a Group (See Instructions)


(a)

(b)


3. SEC Use Only


4. Citizenship or Place of Organization
      United States


Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power


6. Shared Voting Power  1,375,400


7. Sole Dispositive Power


8. Shared Dispositive Power  1,375,400


9. Aggregate Amount Beneficially Owned by Each Reporting Person  1,375,400


10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)

11. Percent of Class Represented by Amount in Row (9) 6.3%

12. Type of Reporting Person (See Instructions) IN



     1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
J. Christopher Donahue


2.  Check the Appropriate Box if a Member of a Group (See Instructions)


(a)

(b)


3. SEC Use Only


4. Citizenship or Place of Organization
      United States


Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power


6. Shared Voting Power  1,375,400


7. Sole Dispositive Power


8. Shared Dispositive Power  1,375,400


9. Aggregate Amount Beneficially Owned by Each Reporting Person  1,375,400


10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)

11. Percent of Class Represented by Amount in Row (9) 6.3%


12. Type of Reporting Person (See Instructions) IN


INSTRUCTIONS FOR SCHEDULE 13G

Instructions for Cover Page

     (l) Names and I.R.S.  Identification  Numbers of Reporting  Persons-Furnish
the full legal  name of each  person  for whom the  report is  filed-i.e.,  each
person required to sign the schedule itself-including each member of a group. Do
not include the name of a person required to be identified in the report but who
is not a  reporting  person.  Reporting  persons  that  are  entities  are  also
requested to furnish their I.R.S. identification numbers, although disclosure of
such  numbers  is  voluntary,  not  mandatory  (see  "SPECIAL  INSTRUCTIONS  FOR
COMPLYING WITH SCHEDULE 13G" below).

     (2) If any of the shares  beneficially owned by a reporting person are held
as a member of a group and that membership is expressly  affirmed,  please check
row 2(a). If the reporting person disclaims membership in a group or describes a
relationship  with other  persons but does not affirm the  existence of a group,
please check row 2(b) [unless it is a joint filing  pursuant to Rule  13d1(k)(1)
in which case it may not be necessary to check row 2(b)].

     (3) The third row is for SEC internal use; please leave blank.

     (4) Citizenship or Place of  Organization-Furnish  citizenship if the named
reporting person is a natural person. Otherwise, furnish place of organization.

     (5)-(9), (11) Aggregate Amount Beneficially Owned By Each Reporting Person,
Etc.-Rows (5) through (9) inclusive,  and (11) are to be completed in accordance
with the provisions of Item 4 of Schedule 13G. All percentages are to be rounded
off to the nearest tenth (one place after decimal point).

     (10) Check if the aggregate  amount reported as  beneficially  owned in row
(9) does not  include  shares as to which  beneficial  ownership  is  disclaimed
pursuant to Rule 13d-4 (17 CFR 240.13d-4]  under the Securities  Exchange Act of
1934.

     (12) Type of  Reporting  Person-Please  classify  each  "reporting  person"
according to the following  breakdown (see Item 3 of Schedule 13G) and place the
appropriate symbol on the form:

Category Symbol
Broker Dealer  BD
Bank  BK
Insurance Company  IC
Investment Company  IV
Investment Adviser  IA
Employee Benefit Plan, Pension Fund, or Endowment Fund  EP
Parent Holding Company/Control Person  HC
Savings Association  SA
Church Plan  CP
Corporation  CO
Partnership  PN
Individual  IN
Other  OO


     Notes:  Attach as many  copies of the second  part of the cover page as are
needed, one reporting person per page.

     Filing persons may, in order to avoid unnecessary duplication, answer items
on the schedules  (Schedule 13D, 13G or 14D1) by appropriate cross references to
an item or items on the cover page(s).  This approach may only be used where the
cover page item or items  provide all the  disclosure  required by the  schedule
item. Moreover, such a use of a cover page item will result in the item becoming
a part of the schedule and accordingly  being considered as "filed" for purposes
of  Section  18 of the  Securities  Exchange  Act or  otherwise  subject  to the
liabilities of that section of the Act.


     Reporting  persons may comply with their cover page filing  requirements by
filing either completed copies of the blank forms available from the Commission,
printed or typed  facsimiles,  or  computer  printed  facsimiles,  provided  the
documents  filed  have  identical   formats  to  the  forms  prescribed  in  the
Commission's  regulations and meet existing  Securities Exchange Act rules as to
such matters as clarity and size (Securities Exchange Act Rule 12b-12).


SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G

     Under Sections 13(d),  13(g), and 23 of the Securities Exchange Act of 1934
and the rules and  regulations  thereunder,  the  Commission  is  authorized  to
solicit the  information  required  to be  supplied by this  schedule by certain
security holders of certain issuers.

     Disclosure  of the  information  specified in this  schedule is  mandatory,
except for I.R.S.  identification numbers, disclosure of which is voluntary. The
information  will be used for the primary  purpose of determining and disclosing
the holdings of certain  beneficial  owners of certain equity  securities.  This
statement will be made a matter of public  record.  Therefore,  any  information
given will be available for inspection by any member of the public.

     Because of the public nature of the information,  the Commission can use it
for a variety of purposes,  including referral to other governmental authorities
or securities  self-regulatory  organizations for  investigatory  purposes or in
connection with litigation involving the Federal securities laws or other civil,
criminal or regulatory statutes or provisions. I.R.S. identification numbers, if
furnished,  will assist the  Commission  in  identifying  security  holders and,
therefore,   in  promptly  processing  statements  of  beneficial  ownership  of
securities.

     Failure to disclose the information requested by this schedule,  except for
I.R.S.  identification  numbers,  may result in civil or criminal action against
the persons  involved  for  violation of the Federal  securities  laws and rules
promulgated thereunder.

GENERAL INSTRUCTIONS

     A.  Statements  filed pursuant to Rule 13d-1(b)  containing the information
required by this  schedule  shall be filed not later than  February 14 following
the calendar year covered by the statement or within the time specified in Rules
13d-1(b)(2)  and 13d2(c).  Statements  filed  pursuant to Rule 13d-1(c) shall be
filed  within the time  specified  in Rules  13d-1(c),  13d-2(b)  and  13d-2(d).
Statements  filed  pursuant  to Rule  13d-1(d)  shall be filed  not  later  than
February 14 following  the calendar  year covered by the  statement  pursuant to
Rules 13d-1(d) and 13d-2(b).

     B.  Information  contained in a form which is required to be filed by rules
under  section  13(f) (15  U.S.C.  78m(f))  for the same  calendar  year as that
covered by a statement  on this  schedule  may be  incorporated  by reference in
response  to  any of  the  items  of  this  schedule.  If  such  information  is
incorporated by reference in this schedule, copies of the relevant pages of such
form shall be filed as an exhibit to this schedule.

     C. The item  numbers and  captions  of the items shall be included  but the
text of the  items  is to be  omitted.  The  answers  to the  items  shall be so
prepared as to indicate  clearly the coverage of the items without  referring to
the text of the items.  Answer  every item.  If an item is  inapplicable  or the
answer is in the negative, so state.


Item 1.


(a) Name of Issuer
Omnicell, Inc.

(b) Address of Issuer's Principal Executive Offices
1101 East Meadow Drive, Palo Alto, CA 94303

Item 2.

(a) Name of Person Filing SEE ROW 1 OF COVER PAGES


(b) Address of Principal Business Office or, if none, Residence
Federated Investors Tower, Pittsburgh, PA 15222-3779

(c) Citizenship SEE ROWS 1 AND 4 OF COVER PAGES


(d) Title of Class of Securities
Common stock

(e) CUSIP Number 68213N109



     Item 3. If this  statement  is  filed  pursuant  to  ss.ss.240.13d-1(b)  or
240.13d-2(b) or (c), check whether the person filing is a:

     (a) [ ] Broker or dealer  registered under section 15 of the Act (15 U.S.C.
78o).

     (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

     (c) [ ]  Insurance  company as defined in section  3(a)(19)  of the Act (15
U.S.C. 78c).

     (d) [ ] Investment  company  registered  under section 8 of the  Investment
Company Act of 1940 (15 U.S.C 80a-8).

     (e) [ ] An investment adviser in accordance withss.240.13d-1(b)(1)(ii)(E);

     (f) [ ] An employee  benefit  plan or  endowment  fund in  accordance  with
ss.240.13d-1(b)(1)(ii)(F);

     (g) [ X ] A parent holding company or control person in accordance  withss.
240.13d-1(b)(1)(ii)(G);

     (h) [ ] A savings  associations  as defined in Section  3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);

     (i) [ ] A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment  Company Act of 1940 (15 U.S.C.
80a-3);

     (j) [ ] Group, in accordance withss.240.13d-1(b)(1)(ii)(J).




Item 4. Ownership.

     Provide  the  following  information  regarding  the  aggregate  number and
percentage of the class of securities of the issuer identified in Item 1.

A.    Federated Investors, Inc. (See Footnote 1, next page)
 (a) Amount beneficially owned: 1,375,400

 (b) Percent of class: 6.3%

 (c) Number of shares as to which the person has:

 (i) Sole power to vote or to direct the vote 1,375,400

 (ii) Shared power to vote or to direct the vote -0-

 (iii) Sole power to dispose or to direct the disposition of 1,375,400

 (iv) Shared power to dispose or to direct the disposition of -0-

B.    Voting Shares Irrevocable Trust
 (a) Amount beneficially owned: 1,375,400

 (b) Percent of class: 6.3%

 (c) Number of shares as to which the person has:

 (i) Sole power to vote or to direct the vote 1,375,400

 (ii) Shared power to vote or to direct the vote -0-

 (iii) Sole power to dispose or to direct the disposition of 1,375,400

 (iv) Shared power to dispose or to direct the disposition of -0-

C.    John F. Donahue
 (a) Amount beneficially owned: 1,375,400

 (b) Percent of class: 6.3%

 (c) Number of shares as to which the person has:

 (i) Sole power to vote or to direct the vote -0-

 (ii) Shared power to vote or to direct the vote 1,375,400

 (iii) Sole power to dispose or to direct the disposition of -0-

 (iv) Shared power to dispose or to direct the disposition of 1,375,400

D.    Rhodora J. Donahue
 (a) Amount beneficially owned: 1,375,400

 (b) Percent of class: 6.3%

 (c) Number of shares as to which the person has:

 (i) Sole power to vote or to direct the vote -0-

 (ii) Shared power to vote or to direct the vote 1,375,400

 (iii) Sole power to dispose or to direct the disposition of -0-

 (iv) Shared power to dispose or to direct the disposition of 1,375,400

E.    J. Christopher Donahue
 (a) Amount beneficially owned: 1,375,400

 (b) Percent of class: 6.3%

 (c) Number of shares as to which the person has:

 (i) Sole power to vote or to direct the vote -0-

 (ii) Shared power to vote or to direct the vote 1,375,400

 (iii) Sole power to dispose or to direct the disposition of -0-

 (iv) Shared power to dispose or to direct the disposition of 1,375,400


     Instruction.  For computations regarding securities which represent a right
to acquire an underlying security seess.240.13d3(d)(1).



Item 5. Ownership of Five Percent or Less of a Class

     If this  statement  is being  filed to report  the fact that as of the date
hereof the reporting  person has ceased to be the beneficial  owner of more than
five percent of the class of securities, check the following [ ].

Instruction: Dissolution of a group requires a response to this item.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.
NOT APPLICABLE

     Item 7.  Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding  Company or Control Person.
SEE EXHIBIT "1" ATTACHED

Item 8. Identification and Classification of Members of the Group
NOT APPLICABLE


Item 9. Notice of Dissolution of Group
NOT APPLICABLE


Item 10. Certification

     (a) The following certification shall be included if the statement is filed
pursuant to ss.240.13d-1(b):

     By signing  below I certify  that,  to the best of my knowledge and belief,
the  securities  referred to above were  acquired  and are held in the  ordinary
course of business  and were not acquired and are not held for the purpose of or
with the effect of  changing  or  influencing  the  control of the issuer of the
securities  and were not  acquired and are not held in  connection  with or as a
participant in any transaction having that purpose or effect.

     (b) The following certification shall be included if the statement is filed
pursuant to ss.240.13d-1(c):

     By signing  below I certify  that,  to the best of my knowledge and belief,
the  securities  referred  to above were not  acquired  and are not held for the
purpose of or with the effect of  changing  or  influencing  the  control of the
issuer of the  securities  and were not acquired and are not held in  connection
with or as a participant in any transaction having that purpose or effect.

SIGNATURE

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.

Date:  February 13, 2003
By: /s/J. Christopher Donahue
Name/Title:  J. Christopher Donahue, as President of Federated Investors, Inc.

By: /s/John F. Donahue
Name/Title:  John F. Donahue, individually and as Trustee of Voting Shares
Irrevocable Trust, by J. Christopher Donahue, as attorney-in-fact

By: /s/Rhodora J. Donahue
Name/Title:  Rhodora J. Donahue, individually and as Trustee of Voting Shares
Irrevocable Trust, by J. Christopher Donahue, as attorney-in-fact

By: /s/J. Christopher Donahue
Name/Title:  J. Christopher Donahue, individually and as Trustee of
Voting Shares Irrevocable Trust




     The original  statement  shall be signed by each person on whose behalf the
statement is filed or his authorized representative.  If the statement is signed
on behalf of a person by his authorized  representative  other than an executive
officer  or   general   partner  of  the   filing   person,   evidence   of  the
representative's  authority to sign on behalf of such person shall be filed with
the  statement,  provided,  however,  that a power of attorney  for this purpose
which is already on file with the Commission may be  incorporated  by reference.
The name and any title of each person who signs the statement  shall be typed or
printed beneath his signature.

     NOTE:  Schedules  filed in paper format shall include a signed original and
five copies of the schedule,  including all exhibits.  Seess.240.13d-7 for other
parties for whom copies are to be sent.

     Attention:  Intentional  misstatements  or  omissions  of  fact  constitute
Federal criminal violations (See 18 U.S.C. 1001)


<TABLE>
<CAPTION>
                                   EXHIBIT "1"

                            ITEM 3 CLASSIFICATION OF
                                REPORTING PERSONS
              Identity and Classification of Each Reporting Person

<S>                                      <C>

IDENTITY                                  CLASSIFICATION UNDER ITEM 3

Federated Equity Funds                    (d) Investment company registered under
                                          Section 8 of the Investment Company Act of
                                          1940 (15 U.S.C. 80a-8).

Federated Index Trust                     (d) Investment company registered under
                                          Section 8 of the Investment Company Act of
                                          1940 (15 U.S.C. 80a-8).

Federated Insurance Series                (d) Investment company registered under
                                          Section 8 of the Investment Company Act of
                                          1940 (15 U.S.C. 80a-8).

Federated Investment Management           (e) Investment Adviser registered under
      Company                             section 203 of the Investment Advisers
                                          Act of 1940

Federated Investment Counseling           (e) Investment Adviser registered under section
                                          203 of the Investment Advisers Act of 1940

Federated Global Investment               (e) Investment Adviser registered under
      Management Company                  section 203 of the Investment Advisers
                                          Act of 1940
Federated Investors, Inc.                 (g) Parent Holding Company, in accordance with
                                          Section 240.13d-1(b)(ii)(G)

FII Holdings, Inc.                        (g) Parent Holding Company, in accordance with
                                          Section 240.13d-1(b)(ii)(G)

Voting Shares Irrevocable Trust           (g) Parent Holding Company, in accordance with
                                          Section 240.13d-1(b)(ii)(G)

John F. Donahue                           (g) Parent Holding Company, in accordance with
                                          Section 240.13d-1(b)(ii)(G)

Rhodora J. Donahue                        (g) Parent Holding Company, in accordance with
                                          Section 240.13d-1(b)(ii)(G)

J. Christopher Donahue                    (g) Parent Holding Company, in accordance with
                                          Section 240.13d-1(b)(ii)(G)

</TABLE>


     Federated  Investors,  Inc.  (the  "Parent")  is filing this  Schedule  13G
because it is the parent  holding  company of  Federated  Investment  Management
Company,  Federated  Investment  Counseling,  and  Federated  Global  Investment
Management Corp. (the "Investment  Advisers"),  which act as investment advisers
to  registered  investment  companies  and separate  accounts that own shares of
common stock in Omnicell,  Inc.  (the  "Reported  Securities').  The  Investment
Advisers are wholly owned  subsidiaries of FII Holdings,  Inc.,  which is wholly
owned subsidiary of Federated  Investors,  Inc., the Parent. All of the Parent's
outstanding  voting stock is held in the Voting  Shares  Irrevocable  Trust (the
"Trust")  for which John F.  Donahue,  Rhodora  J.  Donahue  and J.  Christopher
Donahue act as trustees (collectively, the "Trustees"). The Trustees have joined
in filing this Schedule 13G because of the  collective  voting control that they
exercise over the Parent. In accordance with Rule 13d-4 under the Securities Act
of 1934, as amended,  the Parent,  the Trust,  and each of the Trustees  declare
that this  statement  should not be construed as an admission  that they are the
beneficial  owners of the Reported  Securities,  and the Parent,  the Trust, and
each of the Trustees  expressly  disclaim  beneficial  ownership of the Reported
Securities


                                        EXHIBIT "2"

                               AGREEMENT FOR JOINT FILING OF

                                        SCHEDULE 13G

     The  following  parties  hereby  agree to file  jointly  the  statement  on
Schedule  13G to which this  Agreement is attached  and any  amendments  thereto
which may be deemed necessary  pursuant to Regulation 13D-G under the Securities
Exchange Act of 1934:

     1. Federated  Investors,  Inc. as parent holding  company of the investment
advisers  to  registered   investment   companies  that   beneficially  own  the
securities.

     Voting  Shares  Irrevocable  Trust,  as holder of all the voting  shares of
Federated Investors, Inc.

John F. Donahue, individually and as Trustee

Rhodora J. Donahue, individually and as Trustee

J. Christopher Donahue, individually and as Trustee

     It is understood  and agreed that each of the parties hereto is responsible
for the timely filing of such statement and any amendments thereto,  and for the
completeness  and accuracy of the  information  concerning  such party contained
therein,  but such party is not responsible for the  completeness or accuracy of
information  concerning  the other parties unless such party knows or has reason
to believe that such information is incomplete or inaccurate.

     It is understood and agreed that the joint filing of Schedule 13G shall not
be construed as an admission that the reporting  persons named herein constitute
a group for purposes of Regulation 13D-G of the Securities Exchange Act of 1934,
nor is a joint venture for purposes of the Investment Company Act of 1940.

Date:       February 13, 2003

By:   /s/J. Christopher Donahue
Name/Title: J. Christopher Donahue, as President of Federated Investors, Inc.

By:   /s/ J. Christopher Donahue
Name/Title: John F. Donahue, individually and as Trustee of Voting Shares
Irrevocable Trust, by J. Christopher Donahue, as attorney-in-fact.

By:   /s/   Rhodora J. Donahue
Name/Title: Rhodora J. Donahue, individually and as Trustee as Voting Shares
Irrevocable Trust, by J. Christopher Donahue, as attorney-in-fact.

By:   /s/   J. Christopher Donahue
Name/Title: J. Christopher Donahue, individually and as Trustee of Voting Shares
Irrevocable Trust

     1. The number of shares indicated  represent shares  beneficially  owned by
registered investment companies and separate accounts advised by subsidiaries of
Federated  Investors,  Inc.  that  have  been  delegated  the  power  to  direct
investments  and  power  to vote the  securities  by the  registered  investment
companies'  board  of  trustees  or  directors  and  by the  separate  accounts'
principals.  All of the voting securities of Federated Investors,  Inc. are held
in the Voting Shares Irrevocable Trust ("Trust"), the trustees of which are John
F. Donahue,  Rhodora J. Donahue,  and J. Christopher  Donahue  ("Trustees').  In
accordance with Rule 13d-4 under the 1934 Act, the Trust,  Trustees,  and parent
holding  company  declare  that  the  filing  of this  statement  should  not be
construed as an admission  that any of the investment  advisers,  parent holding
company, Trust, and Trustees are beneficial owners (for the purposes of Sections
13(d) and/or 13(g) of the Act) of any securities covered by this statement,  and
such advisers,  parent holding company,  Trust, and Trustees  expressly disclaim
that they are the beneficial owners such securities.

                                         EXHIBIT 3

                                     POWER OF ATTORNEY

     Each person who signature appears below hereby  constitutes and appoints J.
Christopher Donahue their true and lawful  attorney-in-fact and agent, with full
power of substitution and  resubstitution for them and in their names, place and
stead,  in any and all  capacities,  to sign any and all Schedule  13Gs, and any
amendments  thereto,  to be filed with the  Securities  and Exchange  commission
pursuant to Regulation D of the Securities  Exchange Act of 1934, as amended, by
means of the Securities and Exchange  Commission's  electronic disclosure system
known as  EDGAR;  and to file the  same,  with all  exhibits  thereto  and other
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto said  attorney-in-fact and agent, full power and authority to sign
and perform each and every act and thing  requisite  and necessary to be done in
connection therewith, as fully to all intents and purposes as each of them might
or  could  do  in  person,   hereby  ratifying  and  confirming  all  that  said
attorney-in-fact  and agent,  or their or his  substitute  or  substitutes,  may
lawfully do or cause to be done by virtue thereof.


SIGNATURES                               TITLE OR CAPACITY

/s/John F. Donahue                       Individually and as Trustee of
John F. Donahue                          the Voting Shares Irrevocable Trust

/s/Rhodora J. Donahue                    Individually and as Trustee of
Rhodora J. Donahue                       the Voting Shares Irrevocable Trust


Sworn to and subscribed before me this 14 day of February, 1994

/s/Joan S. Burkhart              
Notary Public