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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

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 (MM/DD/YYYY)

6/24/2008
(Street)

BETHESDA, MD 20814
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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                  1809.635   D    
Common Shares                  7620.625   I   (1) See footnote   (1)
Common Shares                  4072.379   I   (2) See footnote   (2)
Common Shares                  8320.625   I   (3) See footnote   (3)
Common Shares                  72278.436   I   (4) See footnote   (4)
Common Shares                  1441629.488   I   (5) See footnote   (5)
Common Shares                  267009.043   I   (6) See footnote   (6)
Common Shares                  434644.518   I   (7) See footnote   (7)
Common Shares                  35062.400   I   (8) See footnote   (8)
Common Shares                  225330.859   I   (9) See footnote   (9)
Common Shares                  658.679   I   (13) See footnote   (13)
Common Shares                  403725.618   I   (14) See footnote   (14)
Common Shares   6/24/2008     S    1500000   D $46.50   3412992.103   I   (15) See footnote   (15)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Stock Option   $25.78                   4/26/2004   4/26/2014   Common Stock   2500     2500   D    
Stock Option   $33.22                   5/6/2005   5/6/2015   Common Stock   2500     2500   D    
Phantom Stock   (12) $53.49   (10)                   (11)   (11) Common Stock   138.343     16026.929   D    
Stock Option   $40.35                   5/1/2006   5/1/2016   Common Stock   2500     2500   D    
Stock Option   $54.17                   4/27/2007   4/27/2017   Common Stock   2500     2500   D    
Units   $53.49   (16)                   (16)   (16) Common Stock   5416415     5416415   I   See footnote   (17)
Stock Option   $50.15                   4/25/2008   4/25/2018   Common Stock   2500     2500   D    

Explanation of Responses:
( 1)  Owned by the Elizabeth Willoughby Saul Trust, of which the reporting person is sole beneficiary. 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 beneficiary. 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 beneficiary. 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)  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.
( 13)  Owned by Avenel Executive Park, PH II 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.
( 14)  Owned by Westminster Investing Corporation, of which the reporting person is Chairman of the Board and Chief Executive Officer.
( 15)  Owned by B.F. Saul Real Estate Investment Trust, of which the reporting person is Chairman of the Board and the majority owner.
( 16)  Represents units of limited partnership interest of Saul Holdings Limited Partnership, of which the issuer is the general partner. Units are redeemable for an equal number of shares of the issuer's common stock. Subject to the restrictions on exercise discussed in the following sentence, units are exercisable at any time and have no expiration date. Units are only exercisable to the extent that such exercise would not cause the reporting person and certain affiliates to beneficially own collectively greater than 39.9% of the issuer's outstanding capital stock, as calculated pursuant to the issuer's Articles of Incorporation.
( 17)  Units are held by B.F. Saul Real Estate Investment Trust (2,550,866 units), Dearborn, L.L.C. (1,815,922 units), B.F. Saul Property Company (224,496 units), Avenel Executive Park Phase II, L.L.C. (10,967 units), Van Ness Square Corporation (574,111 units) and Westminster Investing Corporation (240,053 units).

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

Signatures
Scott V. Schneider, by Power of Attorney 6/25/2008
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
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