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 *
DOWNEY KEITH L
   2. Issuer Name and Ticker or Trading Symbol
SUMMIT PROPERTIES INC ["SMT"] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive VP - Construction
(Last)
(First)
(Middle)
C/O SUMMIT PROPERTIES INC., 309 E. MOREHEAD STREET, SUITE 200		 3. Date of Earliest Transaction (Month/Day/Year)
01/01/2004
(Street)

CHARLOTTE, NC 28202		 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 Stock 01/01/2004   A   870 (1) A $ 24.23 89,918 (2) D  
Common Stock 12/22/2004   D   10,618 (3) D $ 32.89 79,300 D  
Common Stock 12/23/2004   M   13,635 A $ 22 92,935 D  
Common Stock               13,536 (4) I By Trust

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
Employee Stock Options (right to buy) $ 17.125 12/22/2004   D(5)     4,000   (6) 06/01/2005 Common Stock 4,000 $ 15.765 (7) 0 D  
Employee Stock Options (right to buy) $ 16.5 12/22/2004   D(5)     15,000   (8) 01/13/2009 Common Stock 15,000 $ 16.39 (9) 0 D  
Employee Stock Options (right to buy) $ 24.5625 12/22/2004   D(5)     13,000   (10) 02/09/2011 Common Stock 13,000 $ 8.3275 (11) 0 D  
Employee Stock Options (right to buy) $ 22 12/22/2004   D(5)     54,910   (12) 02/06/2012 Common Stock 54,910 $ 10.89 (13) 13,635 D  
Employee Stock Options (right to buy) $ 22 12/23/2004   M     13,635   (12) 02/06/2012 Common Stock 13,635 $ 22 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DOWNEY KEITH L
C/O SUMMIT PROPERTIES INC.
309 E. MOREHEAD STREET, SUITE 200
CHARLOTTE, NC 28202		       Executive VP - Construction  

Signatures

 /s/ Michael G. Malone   12/27/2004
**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) This transaction was not previously reported, however the beneficial ownership of the shares by the Reporting Person was disclosed in the Registrant's Proxy Statement for its annual meeting in 2004.
(2) Includes 10,400 shares of Common Stock that the Reporting Person has the opportunity to receive subsequent to January 1, 2004 pursuant to a stock award agreement with the Issuer. Subject to the Reporting Person's continued employment with the Issuer, the number of shares that the Reporting Person will be entitled to receive is based on the following schedule: 3,200 shares on each of March 1, 2005 and 2006; and the final 4,000 shares on March 1, 2007 (subject to acceleration under certain circumstances).
(3) On December 17, 2004, the Company's Board of Directors accelerated the vesting of certain shares of restricted stock and performance based stock awards held be the Reporting Person, and the restricted stock and performance based stock awards were subsequently cancelled by mutual agreement of the Reporting Person and the Company. The Reporting Person received $349,226.02 as consideration for the cancellation of the restricted stock.
(4) Mr. Downey disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that Mr. Downey is the beneficial owner of such shares for purposes of Section 16 or for any other purpose.
(5) On December 17, 2004, the Company's Board's of Directors accelerated the vesting of certain stock options held by the Reporting Person, and such stock options were subsequently cancelled by mutual agreement of the Reporting Person and the Company.
(6) The option vested in five equal installments on June 1, 1996, 1997, 1998, 1999 and 2000.
(7) The Reporting Person received $63,060 as consideration for the cancellation of the restricted stock.
(8) The option vested in five equal installments on February 1, 1999, 2000, 2001, 2002 and 2003.
(9) The Reporting Person received $245,850 as consideration for the cancellation of the restricted stock.
(10) Prior to acceleration by the Board of Directors on December 17, 2004, the option vested in five equal installments on January 9, 2001, 2002, 2003, 2004 and 2005.
(11) The Reporting Person received $108,257.50 as consideration for the cancellation of the restricted stock.
(12) Prior to acceleration by the Board of Directors on December 17, 2004, the option vested in five installments, 12,000 on March 1, 2003, 16,000 on March 1, 2004, 2005 and 2006, and 20,000 on March 1, 2007.
(13) The Reporting Person received $597,969.90 as consideration for the cancellation of the restricted stock.

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