X0202 4 2005-07-01 0 0000907254 SAUL CENTERS INC BFS 0001013003 KELLEY PAUL X 7501 WISCONSIN AVENUE 15TH FLOOR BETHESDA MD 20814 1 0 0 0 Common Shares 12854.286 D Common Shares 3100.000 D Stock Option 25.78 2004-04-26 2014-04-26 Common Stock 2500 2500 D Stock Option 33.22 2005-05-06 2015-05-06 Common Stock 2500 2500 D Phantom Stock 2005-07-01 4 A 0 235.632 36.71 A Common Stock 235.632 7050.279 D Pursuant to the issuer's Deferred Compensation Plan under its 2004 Stock Plan and the Deferred Fee Agreement executed by the reporting person, the reporting person has elected to defer receipt of his director's fees, and recieve phantom stock, the amount of which is calculated as the quotient of the dollar value of fees deferred, divided by the fair market value of the issuer's shares on the date the phantom stock is received. 1 for 1 Under the terms of the reporting person's Deferred Fee Agreement, payment of shares of the issuer's common stock commences the earlier of 01/01/2010, or such time as the reporting person ceases to be a director of the issuer. Payment is made in equal annual installments over a period of 5 years starting on the date of the initial payment. Includes 80.818 shares ($32.4950/share) awarded April 29, 2005 as dividend reinvestments on shares of phantom stock held by the reporting person pursuant to the issuer's Deferred Compensation Plan under its 2004 Stock Plan and shares of phantom stock issued under the issuer's Deferred Compensation and Stock Plan for Directors. Scott V. Schneider, by Power of Attorney 2005-07-06