SAUL CENTERS, INC.
7501 Wisconsin Avenue, Suite 1500
Bethesda, MD 20814
June 16, 2008
By Facsimile Transmission
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Attn: Byron Cooper
| Re: | Saul Centers, Inc. | |
| Form S-3 | ||
| Registration No. 333-151515 |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Saul Centers, Inc. (the “Company”) hereby requests acceleration of the effectiveness of the above-referenced registration statement, such registration state being originally filed with the Securities and Exchange Commission on June 6, 2008. We request that the registration statement be granted effectiveness by 9:00 a.m. on June 16, 2008, or as soon as practicable thereafter.
Furthermore, in response to the request of the Commission, we acknowledge the following:
| • | Should the Commission or the staff, pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing. |
| • | The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing. |
| • | The Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
| Very truly yours, | ||
| SAUL CENTERS, INC. | ||
| By: | /s/ Scott V. Schneider | |
| Scott V. Schneider | ||
| Senior Vice President, Chief | ||
| Financial Officer, Treasurer and | ||
| Secretary | ||
