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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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 III (Last) (First) (Middle) 7501 WISCONSIN AVENUE 15TH FLOOR (Street) BETHESDA MD 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 10% Owner X Officer (give title below) Other (specify below) President
	3. Date of Earliest Transaction (Month/Day/Year) 12/09/2010
	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)
			Code	V	Amount	(A) or (D)	Price
Common Shares								12,000	I	Beneficiary of Trust
Common Shares								3,564.192(4)	I	401K
Common Shares	12/09/2010		M		80,000	A	$24.91	84,176.23(7)	D
Common Shares	12/09/2010		S		59,978	D	$45	24,198.23	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option	$25.78							04/26/2005(1)	04/26/2014	Common Stock	40,000		40,000	D
Employee Stock Option	$24.91	12/09/2010		M			80,000	05/23/2004(1)	05/23/2013	Common Stock	80,000	$24.91	0	D
Stock Option	$25.78							04/26/2004	04/26/2014	Common Stock	2,500		2,500	D
Employee Stock Option	$33.22							05/06/2006(1)	05/06/2015	Common Stock	40,000		40,000	D
Phantom Stock(3)	$42.415(2)							(5)	(5)	Common Stock	19,705.865		19,705.865(6)	D
Stock Option	$33.22							05/06/2005	05/06/2015	Common Stock	2,500		2,500	D
Stock Option	$40.35							05/01/2006	05/01/2016	Common Stock	2,500		2,500	D
Employee Stock Option	$54.17							04/27/2008(1)	04/27/2017	Common Stock	40,000		40,000	D
Stock Option	$54.17							04/27/2007	04/27/2017	Common Stock	2,500		2,500	D
Stock Option	$50.15							04/25/2008	04/25/2018	Common Stock	2,500		2,500	D
Stock Option	$32.68							04/24/2009	04/24/2019	Common Stock	2,500		2,500	D
Stock Option	$38.76							05/07/2010	05/07/2020	Common Stock	2,500		2,500	D

Explanation of Responses:

1. The option will vest 25% per year over four years from the date of grant.

2. 1 for 1

3. 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 receive 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.

4. Effective April 1, 2009, shares formerly held by the B.F. Saul Company Employees' Profit Sharing Reinvestment Trust were distributed to the individual 401(k) plan accounts of participants. The number of shares reported represents the reporting person's beneficial ownership interest in the Saul Centers stock fund of the 401(k) plan.

5. The conversion of phantom stock into shares of the issuer's common stock is governed pursuant to terms of the issuer's Deferred Compensation Plan under its 2004 Stock Plan, as amended, and the reporting person's Deferred Fee Agreement.

6. Includes 170.932 shares ($41.1426/share) awarded October 29, 2010 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 Stock Plan for Directors.

7. Balance increased by October 29, 2010 Dividend Reinvestment Plan award of 36.225 shares.

	Scott V. Schneider, by Power of Attorney	12/09/2010
	** Signature of Reporting Person	Date
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