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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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) 07/01/2013 (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               8,320.625 I (3) See footnote (3) Common Shares               340,122.19 I (5) See footnote (5) Common Shares               465,760.372 I (6) See footnote (6) Common Shares               35,062.4 I (7) See footnote (7) Common Shares               258,851.707 I (8) See footnote (8) Common Shares               2,382.673 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               4,072.379 I (2) See footnote (2) Common Shares               99,333.22 I (19) See footnote (19) Common Shares               88,987.866 I (4) See footnote (4) Common Shares               6,993,798.915 I (13) See footnote (13) Common Shares               3,302.983 D

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)

$ 44.91 (9)

07/01/2013

A

165.345

(18)

(18)

Common Stock

165.345

$ 44.91

23,701.45 (20)

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

Stock Option

$ 44.42

05/10/2013

05/10/2023

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		07/03/2013
**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.
(20)	Includes 196.318 shares ($42.8497/share) awarded April 30, 2013 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.

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