Edgar Filing: SAUL B FRANCIS II

Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SAUL B FRANCIS II

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

(Last)

(First)

(Middle)

7501 WISCONSIN AVENUE, 15TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
10/29/2004

(Street)

BETHESDA, MD 20814

4. If Amendment, Date 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

(City)

(State)

(Zip)

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								845.642 ⁽¹⁵⁾	D
Common Shares								7,620.625	I ⁽¹⁾	See footnote ⁽¹⁾
Common Shares								4,072.379	I ⁽²⁾	See footnote ⁽²⁾
Common Shares								8,320.625	I ⁽³⁾	See footnote ⁽³⁾
Common Shares								63,203.81 ⁽¹⁶⁾	I ⁽⁴⁾	See footnote ⁽⁴⁾
Common Shares								1,319,035.992 ⁽¹⁷⁾	I ⁽⁵⁾	See footnote ⁽⁵⁾
Common Shares								230,875.269 ⁽¹⁸⁾	I ⁽⁶⁾	See footnote ⁽⁶⁾
Common Shares								296,571.178 ⁽¹⁹⁾	I ⁽⁷⁾	See footnote ⁽⁷⁾
Common Shares								109.305 ⁽²¹⁾	I ⁽⁸⁾	See footnote ⁽⁸⁾
Common Shares								205,187.799 ⁽²⁰⁾	I ⁽⁹⁾	See footnote ⁽⁹⁾
Common Shares								3,859,560.668 ⁽²²⁾	I ⁽¹³⁾	See footnote ⁽¹³⁾
Common Shares	11/15/2004		P		6,403	A	$ 33.15	3,865,963.668	I ⁽¹³⁾	See footnote ⁽¹³⁾
Common Shares	11/16/2004		P		6,403	A	$ 33.1675	3,872,366.668	I ⁽¹³⁾	See footnote ⁽¹³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option

$ 25.78

04/26/2004

04/26/2014

Common Stock

2,500

Phantom Stock ⁽¹⁴⁾

⁽¹⁰⁾

⁽¹¹⁾

Common Stock

146.646

12,000.5 ⁽¹²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SAUL B FRANCIS II 7501 WISCONSIN AVENUE 15TH FLOOR BETHESDA, MD 20814	X	X	Chief Executive Officer

Signatures

B. Francis Saul II		11/16/2004
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	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.
(2)	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.
(3)	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.
(4)	Owned by Patricia E. Saul, the reporting person's spouse.
(5)	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.
(6)	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.
(7)	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.
(8)	Owned by Van Ness Square Corporation, of which the reporting person is Chairman of the Board and Chief Executive Officer.
(9)	Owned by B.F. Saul Company, of which the reporting person is Chairman of the Board and Chief Executive Officer.
(10)	1 for 1
(11)	Under the terms of the reporting person's Deferred Fee Agreement, payment of shares of the issuer's common stock commences at such time as the reporting person ceases to be a director of the issuer. Payment will be a lump sum upon termination of directorship.
(12)	Includes 146.646 shares ($31.525/share) awarded October 29, 2004 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.
(13)	Owned by B.F. Saul Real Estate Investment Trust, of which the reporting person is Chairman of the Board and the majority owner.
(14)	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.
(15)	Balance increased by October 29, 2004 Dividend Reinvestment Plan award of 10.334 shares
(16)	Balance increased by October 29, 2004 Dividend Reinvestment Plan award of 772.348 shares.
(17)	Balance increased by October 29, 2004 Dividend Reinvestment Plan award of 16,118.566 shares.
(18)	Balance increased by October 29, 2004 Dividend Reinvestment Plan award of 2,821.286 shares.
(19)	Balance increased by October 29, 2004 Dividend Reinvestment Plan award of 3,624.088 shares.
(20)	Balance increased by October 29, 2004 Dividend Reinvestment Plan award of 2,507.387 shares.
(21)	Balance increased by October 29, 2004 Dividend Reinvestment Plan award of 1.336 shares.
(22)	Balance increased by October 29, 2004 Dividend Reinvestment Plan award of 62,603.864 shares.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.