Edgar Filing: SIZELER PROPERTY INVESTORS INC

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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3235-0287

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

LASSEN SIDNEY W

2. Issuer Name and Ticker or Trading Symbol
SIZELER PROPERTY INVESTORS INC [SIZ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Executive Officer

(Last)

(First)

(Middle)

2542 WILLIAMS BOULEVARD

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2005

(Street)

KENNER, LA 70062

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 Stock	02/09/2005		A		4,311	A	⁽¹⁾	351,482	D
Common Stock	02/09/2005		A		25,000	A	⁽²⁾	376,482	D
Common Stock								7,500	I	By Deferred Compensation Trust
Common Stock								82,500	I	See footnote ⁽³⁾
Common Stock								60,000	I	See footnote ⁽⁴⁾
Common Stock								18,000	I	See footnote ⁽⁵⁾
Common Stock								5,000	I	By spouse

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

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LASSEN SIDNEY W 2542 WILLIAMS BOULEVARD KENNER, LA 70062	X		Chief Executive Officer

Signatures

Sidney W. Lassen		02/10/2005
^**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)	Grant of common stock as part of the Reporting Person's 2004 bonus under the Sizeler Property Investors, Inc. 1996 Stock Option and Incentive Plan.
(2)	Grant of restricted shares under the Sizeler Property Investors, Inc. 1996 Stock Option and Incentive Plan. The shares vest 20% on each of February 9, 2006, 2007, 2008, 2009 and 2010 and are subject to certain acceleration or forfeiture provisions pursuant to the Plan.
(3)	Owned by Sizeler Realty Co., Inc. The Reporting Person disclaims beneficial ownership of these shares except to the extent of the Reporting Person's pecuniary interest in the shares.
(4)	Owned by a limited liability company of which the Reporting Person is the operating manager and in which the Reporting Person's spouse is a member. The Reporting Person disclaims beneficial ownership of these shares except to the extent of the Reporting Person's pecuniary interest in the shares.
(5)	Owned by a family partnership. The Reporting Person disclaims beneficial ownership of these shares except to the extent of the Reporting Person's pecuniary interest in the shares.

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

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