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
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(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)
05/11/2012
(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)
Code V Amount (A) or (D) Price
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               85,985.337 I (4) See footnote (4)
Common Shares               321,071.551 I (5) See footnote (5)
Common Shares               388,943.384 I (6) See footnote (6)
Common Shares               35,062.4 I (7) See footnote (7)
Common Shares               250,117.861 I (8) See footnote (8)
Common Shares               1,932.245 I (11) See footnote (11)
Common Shares               403,725.618 I (12) See footnote (12)
Common Shares               99,376.462 I (16) 401K (16)
Common Shares               4,187.589 I (17) 401K (17)
Common Shares               45,444.256 I (19) See footnote (19)
Common Shares               2,998.286 D  
Common Shares 05/11/2012   A   1,498 A $ 40.2548 6,259,273.176 I (13) See footnote (13)
Common Shares 05/14/2012   A   2,496 A $ 40.6439 6,261,769.176 I (13) See footnote (13)
Common Shares 05/15/2012   A   8,000 A $ 40.9911 6,269,769.176 I (13) See footnote (13)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 V (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   2,500 D  
Stock Option $ 33.22             05/06/2005 05/06/2015 Common Stock 2,500   2,500 D  
Phantom Stock (10) $ 40.7 (9)               (18)   (18) Common Stock 21,927.275   21,927.275 D  
Stock Option $ 40.35             05/01/2006 05/01/2016 Common Stock 2,500   2,500 D  
Stock Option $ 54.17             04/27/2007 04/27/2017 Common Stock 2,500   2,500 D  
Units $ 35.8 (14)               (14)   (14) Common Stock 6,914,229   6,914,229 I See footnote (15)
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  
Stock Option $ 41.82             05/13/2011 05/13/2021 Common Stock 2,500   2,500 D  
Stock Option $ 39.29             05/04/2012 05/04/2022 Common Stock 2,500   2,500 D  

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   05/15/2012
**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 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 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.
(6) 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.
(7) Owned by Van Ness Square Corporation, of which the reporting person is Chairman of the Board and Chief Executive Officer.
(8) Owned by B.F. Saul Company, of which the reporting person is Chairman of the Board and Chief Executive Officer.
(9) 1 for 1
(10) 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.
(11) 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.
(12) Owned by Westminster Investing Corporation, of which the reporting person is Chairman of the Board and Chief Executive Officer.
(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) 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.
(15) Units are held by B.F. Saul Real Estate Investment Trust (2,555,866 units), Dearborn, L.L.C. (1,810,922 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), Westminster Investing Corporation (240,053 units) and Saul Holdings Limited Partnership Unit Acquisition Corporation (1,497,814 units).
(16) 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.
(17) 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 Patricia E. Saul's beneficial ownership interest in the Saul Centers stock fund of the 401(k) plan.
(18) 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.
(19) Owned by Saul Holdings Limited Partnership Unit Acquisition Corporation, 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.

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