Ownership Submission

FORM 5

	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported
	Form 4 Transactions Reported

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

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3235-0362

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January 31, 2005

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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
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

7501 Wisconsin Avenue, 15th Floor

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2003

(Street)

Bethesda, MD 20814

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

6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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	04/30/2003		J⁽¹⁾	8.18	A	$22.8823	588.112	D
Common Shares	04/30/2003		J	81,487.766	A	$22.8823	3,397,471.37	I⁽²⁾	See footnote⁽²⁾
Common Shares	04/30/2003		J	84.575	A	$22.8823	7,546.811	I⁽³⁾	See footnote⁽³⁾
Common Shares	04/30/2003		J	50.745	A	$22.8823	4,028.091	I⁽⁴⁾	See footnote⁽⁴⁾
Common Shares	04/30/2003		J	84.575	A	$22.8823	8,246.811	I⁽⁵⁾	See footnote⁽⁵⁾
Common Shares	04/30/2003		J	972.614	A	$22.8823	58,038.37	I⁽⁶⁾	See footnote⁽⁶⁾
Common Shares	04/30/2003		J	20,298.03	A	$22.8823	1,211,235.505	I⁽⁷⁾	See footnote⁽⁷⁾
Common Shares	04/30/2003		J	3,552.832	A	$22.8823	212,006.59	I⁽⁸⁾	See footnote⁽⁸⁾
Common Shares	04/30/2003		J	4,563.796	A	$22.8823	272,333.387	I⁽⁹⁾	See footnote⁽⁹⁾
Common Shares	04/30/2003		J	1.683	A	$22.8823	100.371	I⁽¹⁰⁾	See footnote⁽¹⁰⁾
Common Shares	07/31/2003		J	8.602	A	$26.6653	596.714	D
Common Shares	07/31/2003		J	70,678.565	A	$26.6653	3,468,149.936	I⁽²⁾	See footnote⁽²⁾
Common Shares	07/31/2003		J	73.813	A	$26.6653	7,620.625	I⁽³⁾	See footnote⁽³⁾
Common Shares	07/31/2003		J	44.288	A	$26.6653	4,072.379	I⁽⁴⁾	See footnote⁽⁴⁾
Common Shares	07/31/2003		J	73.813	A	$26.6653	8,320.625	I⁽⁵⁾	See footnote⁽⁵⁾
Common Shares	07/31/2003		J	848.855	A	$26.6653	58,887.224	I⁽⁶⁾	See footnote⁽⁶⁾
Common Shares	07/31/2003		J	17,715.227	A	$26.6653	1,228,950.732	I⁽⁷⁾	See footnote⁽⁷⁾
Common Shares	07/31/2003		J	3,100.755	A	$26.6653	215,107.345	I⁽⁸⁾	See footnote⁽⁸⁾
Common Shares	07/31/2003		J	3,983.08	A	$26.6653	276,316.936	I⁽⁹⁾	See footnote⁽⁹⁾
Common Shares	07/31/2003		J	1.468	A	$26.6653	101.839	I⁽¹⁰⁾	See footnote⁽¹⁰⁾
Common Shares	10/31/2003		J	8.82	A	$26.384	605.534	D
Common Shares	10/31/2003		J	72,091.103	A	$26.384	3,540,241.039	I⁽²⁾	See footnote⁽²⁾
Common Shares	10/31/2003		J	870.452	A	$26.384	59,757.677	I⁽⁶⁾	See footnote⁽⁶⁾
Common Shares	10/31/2003		J	18,165.964	A	$26.384	1,247,116.696	I⁽⁷⁾	See footnote⁽⁷⁾
Common Shares	10/31/2003		J	3,179.649	A	$26.384	218,286.994	I⁽⁸⁾	See footnote⁽⁸⁾
Common Shares	10/31/2003		J	4,084.423	A	$26.384	280,400.891	I⁽⁹⁾	See footnote⁽⁹⁾
Common Shares	10/31/2003		J	1.505	A	$26.384	103.345	I⁽¹⁰⁾	See footnote⁽¹⁰⁾

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 2270 (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 at End of Issuer's Fiscal Year
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

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

Signatures

B. Francis Saul II		02/17/2004
^**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)	Automatic reinvestment of dividends per the company's dividend reinvestment program
(2)	Owned by B.F. Saul Real Estate Investment Trust, of which the reporting person is Chairman of the Board and the majority owner.
(3)	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.
(4)	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.
(5)	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.
(6)	Owned by Patricia E. Saul, the reporting person's spouse.
(7)	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.
(8)	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.
(9)	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.
(10)	Owned by Van Ness Square Corporation, of which the reporting person is Chairman of the Board and Chief Executive Officer.

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