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^*

FRIEDMAN WILLIAM S

(Last)

(First)

(Middle)

1775 BROADWAY

23RD FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TARRAGON REALTY INVESTORS INC [ TARR ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President/CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2004

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)
10% Cumulative Preferred Stock								1,000	I⁽¹⁾	See Footnote
Common Stock	02/12/2004		M		170,156	A	$5.73	1,357,956	D
Common Stock	02/12/2004		M		113,438	A	$6.61	1,471,394	D
Common Stock	02/12/2004		M		170,156	A	$5.73	5,185,493	I⁽²⁾	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	$5.29							12/17/1998	12/31/2008	Common Stock	567,188		567,188	D
Stock Option	$5.73	02/12/2004		M			170,156	12/17/1998	12/31/2008	Common Stock	170,156	$5.73	0	D
Stock Option	$6.61							12/17/1998	12/31/2008	Common Stock	453,750		453,750	D
Stock Option	$6.61	02/12/2004		M			113,438	12/17/1998	12/31/2008	Common Stock	113,438	$6.61	0	D
Stock Option	$7.05							12/17/1998	12/31/2008	Common Stock	113,438		113,438	D
Stock Option	$5.73	02/12/2004		M			170,156	12/17/1998	12/31/2008	Common Stock	170,156	$5.73	0	I⁽³⁾	See Footnote
Stock Option	$6.61							12/17/1998	12/31/2008	Common Stock	113,438		113,438	I⁽³⁾	See Footnote
Stock Option	$7.05							12/17/1998	12/31/2008	Common Stock	113,438		113,438	I⁽³⁾	See Footnote

Explanation of Responses:

1. Held by Lucy N. Friedman, spouse of William S. Friedman.

2. Includes the following: 3,355,839 shares owned by Lucy N. Friedman, spouse of William S. Friedman; 1,248,677 shares owned by Beachwold Partners, L.P., in which Mr. Friedman is the general partner and Mrs. Friedman and their four children are the limited partners; 282,992 shares owned by Tarragon Capital Corp., of which Mr. Friedman and Mrs. Friedman are executive officers and directors; and 297,985 shares owned by Tarragon Partners, Ltd., of which Tarragon Capital Corp. is the general partner and Mr. Friedman and Mrs. Friedman are limited partners.

3. Options held by Lucy N. Friedman.

	/s/ Kathryn Mansfield for William S. Friedman	02/13/2004
	** 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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