SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SAUL B FRANCIS II

(Last)

(First)

(Middle)

7501 WISCONSIN AVENUE

15TH FLOOR

(Street)

BETHESDA

20814

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SAUL CENTERS INC [ BFS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

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 Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares								624.262⁽¹¹⁾	D
Common Shares								7,620.625	I⁽²⁾	See footnote⁽²⁾
Common Shares								4,072.379	I⁽³⁾	See footnote⁽³⁾
Common Shares								8,320.625	I⁽⁴⁾	See footnote⁽⁴⁾
Common Shares								3,692,051.669⁽¹³⁾	I⁽¹⁾	See footnote⁽¹⁾
Common Shares								61,605.817⁽¹⁴⁾	I⁽⁵⁾	See footnote⁽⁵⁾
Common Shares								1,285,686.575⁽¹⁵⁾	I⁽⁶⁾	See footnote⁽⁶⁾
Common Shares								225,038.009⁽¹⁷⁾	I⁽⁷⁾	See footnote⁽⁷⁾
Common Shares								289,072.917⁽¹²⁾	I⁽⁸⁾	See footnote⁽⁸⁾
Common Shares								106.541⁽¹⁶⁾	I⁽⁹⁾	See footnote⁽⁹⁾
Common Shares	05/20/2004		P		6,187	A	$27.0537	8,474	I⁽¹⁰⁾	See footnote
Common Shares	05/21/2004		P		6,187	A	$27.5092	14,661	I⁽¹⁰⁾	See footnote

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$25.78							04/26/2004	04/26/2014	Common Stock	2,500		2,500	D

Explanation of Responses:

1. Owned by B.F. Saul Real Estate Investment Trust, of which the reporting person is Chairman of the Board and the majority owner.

2. Owned by the Elizabeth Willoughby Saul Trust, of which the reporting person is sole trustee. Ms. Saul is the daughter of the reporting person. The reporting person disclaims beneficial ownership of these shares.

3. Owned by The Sharon Elizabeth Saul Trust, of which the reporting person is sole trustee. Ms. Saul is the daughter of the reporting person. The reporting person disclaims beneficial ownership of these shares.

4. Owned by the Patricia English Saul Trust, of which the reporting person is sole trustee. Ms. Saul is the daughter of the reporting person. The reporting person disclaims beneficial ownership of these shares.

5. Owned by Patricia E. Saul, the reporting person's spouse.

6. Owned by The B.F. Saul Company Employees' Profit Sharing Reinvestment Trust (the "Pension Trust", a profit sharing retirement plan for the benefit of the employees of B.F. Saul Company and other participating employers. The Pension Trust is administered by four trustees, one of which is the reporting person. The reporting person disclaims benefical ownership of the securities in the Pension Trust that exceed his pecuniary interest in the Pension Trust.

7. Owned by B.F. Saul Property Company, which is a wholly-owned subsidiary of B.F. Saul Company, of which the reporting person is Chairman of the Board and Chief Executive Officer.

8. Owned by Dearborn, L.L.C., the sole member of which is B.F. Saul Real Estate Investment Trust, of which the reporting person is Chairman of the Board and the majority owner.

9. Owned by Van Ness Square Corporation, of which the reporting person is Chairman of the Board and Chief Executive Officer.

10. Owned by B.F. Saul Company, of which the reporting person is Chairman of the Board and Chief Executive Officer.

11. Balance increased by January 31, 2004 and April 30, 2004 Dividend Reinvestment Plan awards of 8.847 shares and 9.881 shares, respectively.

12. Balance increased by January 31, 2004 and April 30, 2004 Dividend Reinvestment Plan awards of 4,096.603 shares and 4,575.424 shares, respectively.

13. Balance increased by January 31, 2004 and April 30, 2004 Dividend Reinvestment Plan awards of 71,916.234 shares and 79,894.426 shares, respectively.

14. Balance increased by January 31, 2004 and April 30, 2004 Dividend Reinvestment Plan awards of 873.048 shares and 975.092 shares, respectively.

15. Balance increased by January 31, 2004 and April 30, 2004 Dividend Reinvestment Plan awards of 18,220.133 shares and 20,349.747 shares, respectively.

16. Balance increased by January 31, 2004 and April 30, 2004 Dividend Reinvestment Plan awards of 1.510 shares and 1.686 shares, respectively.

17. Balance increased by January 31, 2004 and April 30, 2004 Dividend Reinvestment Plan awards of 3,189.131 shares and 3,561.884 shares, respectively.

	B. Francis Saul II	05/21/2004
	** Signature of Reporting Person	Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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