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U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

----------------

FORM 10-K/A

AMENDMENT TO FORM 10-K

FILED PURSUANT TO

THE SECURITIES EXCHANGE ACT OF 1934

SIZELER PROPERTY INVESTORS, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

AMENDMENT NO. 1

The undersigned registrant hereby amends the following items, financial
statements, exhibits, or other portions of its Annual Report/Form 10-K for the
year ended December 31, 1994, as set forth in the pages attached hereto:

Part I.

Item 2.Properties.

Item 5.Market for Registrant's Common Stock and Related Stockholder
Matters.

Item 6.Selected Financial Data.

Item 7.Management's Discussion and Analysis of Financial Condition and
Results of Operations.

Part II.

Item 8.Financial Statements and Supplementary Data.

Part IV.

Item 14. Exhibits, Financial Statements, and Report on Form 8-K
(portions of this item are amended).

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.

SIZELER PROPERTY INVESTORS, INC.

BY: _____________________________

John J. Gilluly , Jr.

Vice
President/Secretary/Treasurer

Dated: August 18, 1995

Page 1 of Pages

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ITEM 2. PROPERTIES.

As of December 31, 1994, the Company's real estate portfolio included
interests in sixteen shopping centers and twelve apartment communities. The
Company holds, directly, or indirectly through partnerships, a fee interest in
all of its properties, with the exception of the Southwood Shopping Center in
Gretna, Louisiana, and the Westland Shopping Center in Kenner, Louisiana, in
which it holds its interests under long-term ground leases. Eight of the
Company's properties were subject to mortgage loans at December 31, 1994.

In the opinion of Management, all of the Company's properties are well-
maintained and in good repair, suitable for their intended uses, and are
adequately covered by insurance. The Company does not presently maintain
insurance coverage for environmental liabilities.

The following table sets forth certain information concerning the Company's
real estate investments as of December 31, 1994:

PERCENT LEASED(E)
GROSS LEASABLE AREA DECEMBER 31,
YEAR YEAR LAST IN SQUARE FEET OR -------------------
DESCRIPTION COMPLETED RENOVATED RENTABLE UNITS 1994 1993
----------- ---------- --------- ------------------- ---- --------

REGIONAL ENCLOSED MALLS
(3)
Hammond Square......... 1978 1992 355,449/s.f. 89% 90%
(Hammond, Louisiana) 425,853 (a)
North Shore Square
(b)(c)................ 1986 -- 355,789 95% --
(Slidell, Louisiana) 623,838/(a)
Southland Mall (c)..... 1970, 1981 1994 472,694/ 96% 96%
(Houma, Louisiana) 583,242 (a)
POWER SHOPPING CENTERS
(2)
Lantana Plaza.......... 1993 -- 276,050 97% 99%
(Palm Beach County,
Florida)
Westward(d)............ 1961, 1990 1990 226,412 97% 94%
(W. Palm Beach,
Florida)
COMMUNITY SHOPPING CEN-
TERS (11)
Airline Park........... 1973 1986 71,368 100% 100%
(Metairie, Louisiana)
Azalea Gardens......... 1950 1986 45,032 100% 100%
(Jefferson, Louisiana)
Camelot Plaza.......... 1981 -- 77,378 94% 93%
(San Antonio, Texas)
Colonial............... 1967 1987 43,230 100% 98%
(Harahan, Louisiana)
Delchamps Plaza (c).... 1989 -- 72,673/ 100% 98%
(Gonzales, Louisiana) 186,673 (a)
Rainbow Square......... 1986 -- 72,746/ 100% 98%
(Dunnellon, Florida) 114,746 (a)
Southwood (c).......... 1986 -- 40,000 92% 90%
(Gretna, Louisiana)
Town & Country......... 1993 -- 148,782 99% 99%
(Palatka, Florida)
Weeki Wachee Village... 1987 -- 82,349 100% 88%
(Weeki Wachee,
Florida)
Westgate............... 1964 1987 216,334 98% 97%
(Alexandria,
Louisiana)
Westland............... 1966 1990 108,418 100% 96%
----------- -------- --------
(Kenner, Louisiana)
2,664,704 95% 95%
=========== ======== ========
APARTMENTS (12)
Bel Air................ 1968, 1974 -- 202 units 99% 100%
(Mobile, Alabama)
Bryn Mawr.............. 1991 -- 240 units 100% 95%
(Naples, Florida)
Colonial Manor......... 1967 1992 48 units 98% 100%
(Harahan, Louisiana)
Garden Lane (c)........ 1966, 1968 -- 261 units 98% 100%
(Gretna, Louisiana) 1971, 1972
Georgian (c)........... 1951 1993 135 units 99% 99%
(New Orleans,
Louisiana)
Hampton Park........... 1977 -- 300 units 90% 95%
(Mobile, Alabama)
Lafayette Square....... 1969, 1972 -- 675 units 92% 94%
(Mobile, Alabama)
Lakeview Club (b)...... 1992 -- 443 units 98% --
(Ft. Lauderdale,
Florida)
Magnolia Place (c)..... 1984 -- 148 units 95% 94%
(New Iberia,
Louisiana)
Pine Bend.............. 1979 -- 152 units 99% 96%
(Mobile, Alabama)
Steeplechase (c)....... 1982 -- 192 units 98% 99%
(Lafayette, Louisiana)
Woodcliff.............. 1977 -- 184 units 99% 99%
----------- -------- --------
(Pensacola, Florida)
2,980 units 96% 97%
=========== ======== ========

--------
(a) The larger number is the total area of the indicated center, including
owner-occupied stores in which the Company has no ownership interest. The
Hammond Square Mall and the Southland Mall have stores owned by Dillard
Department Stores, Inc., comprising 70,404 s.f. and 110,548 s.f. of space,
respectively; the North Shore Square Mall has stores owned by Maison
Blanche, Mervyn's, and Dillard Department Stores, Inc., comprising 115,776
s.f., 75,319 s.f., and 76,954 s.f. of space, respectively; the Delchamps
Plaza and the Rainbow Square Shopping Centers have stores owned by Wal-Mart
Stores, Inc., comprising 114,000 s.f. and 42,000 s.f., respectively.
(b) Information is not provided for December 31, 1993, with respect to these
properties because they were not acquired until 1994.
(c) The Company has a 99% partnership interest in North Shore Square Mall,
Southland Mall, Delchamps Plaza, Magnolia Place Apartments, Steeplechase
Apartments, Garden Lane Apartments, and Georgian Apartments. The Company
has a 50% partnership interest in Southwood Shopping Center.
(d) Percent leased for the Westward Shopping Center has been computed so as to
give effect to a lease for the addition of a new 20,450 s.f. tenant and
reconfiguration of a part of the shopping center, resulting in a net
increase in the property's total leasable area of approximately 6,900 s.f.
(e) Percent leased is computed as the ratio of total space leased, including
anchor stores, to total leasable space, expressed as a percentage. The
computation excludes owner-occupied stores in which the Company has no
ownership interest.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS.

The Company's shares of common stock ("shares") and its 8% convertible
subordinated debentures are listed for trading on the New York Stock Exchange
under the symbol "SIZ" and "SIZ 03," respectively.

The following table sets forth the high and low sales of the shares for the
periods indicated, as reported by the New York Stock Exchange, and the
dividends paid per share in such periods.

DIVIDENDS
1993 HIGH LOW PAID
---- ---- ---- ---------

1st Quarter........................................... $14 1/2 $10 7/8 $0.26
2nd Quarter........................................... 15 1/2 12 1/2 0.26
3rd Quarter........................................... 15 1/8 13 0.26
4th Quarter........................................... 14 3/4 11 1/2 0.27

1994
----

1st Quarter........................................... $13 7/8 $12 7/8 $0.27
2nd Quarter........................................... 13 1/2 12 3/8 0.27
3rd Quarter........................................... 13 12 3/8 0.28
4th Quarter........................................... 12 1/4 10 1/2 0.28

As of March 1, 1995, there were 445 individually-listed owners of record of
the Company's shares of common stock. Approximately 82% of the Company's
outstanding shares are held by CEDE & Co., which is accounted for as a single
shareholder of record for multiple beneficial owners. CEDE & Co. is a nominee
of the Depository Trust Company ("DTC"), under which securities deposited by
participants with DTC, e.g., mutual funds, brokerage firms, banks, and other
financial organizations are registered.

The Company has paid dividends in each quarter since its inception as a
publicly-owned company in 1987, with a cumulative total of approximately $46
million paid to shareholders over this time period. On August 1, 1994, the
Board of Directors approved an increase in its cash dividend to an indicated
annual rate of $1.12 per share. Cash dividends paid to shareholders in 1994
amounted to 85.2% of 1994 funds from operations, computed on the basis of
primary shares outstanding.

Under the REIT rules of the Internal Revenue Code, the Company must pay at
least 95% of its ordinary taxable income as dividends in order to avoid
taxation as a regular corporation. The declaration of dividends is a
discretionary decision of the Board of Directors and depends upon the Company's
distributable funds, financial requirements, tax considerations, and other
factors. A portion of the Company's dividends paid may be deemed either capital
gain income or a return of capital, or both, to its shareholders. The Company
annually provides its shareholders a statement as to its designation of the
taxability of the dividends paid.

The federal income tax status of dividends per share paid for the five years
ended December 31 was as follows:

1994 1993 1992 1991 1990
----- ----- ----- ----- -----

Ordinary Income................................... $0.72 $0.59 $0.53 $0.64 $0.54
Return of Capital................................. 0.38 0.43 0.46 0.34 0.66
Capital Gain ..................................... -- 0.03 0.02 0.02 0.36
----- ----- ----- ----- -----
Total........................................... $1.10 $1.05 $1.01 $1.00 $1.56
===== ===== ===== ===== =====

The Company has a dividend reinvestment plan pursuant to which the Company's
shareholders of record may use their dividends to purchase additional shares.
The Company acquires shares for the plan by open market purchases. Brokerage
commissions on all such purchases are paid by the Company and are not charged
to plan participants.

ITEM 6. SELECTED FINANCIAL DATA.

The following table sets forth selected consolidated financial data (in
thousands except per share data) for the Company and its subsidiaries and
should be read in conjunction with the consolidated financial statements and
notes thereto included herein.

YEAR ENDED DECEMBER 31,
----------------------------------------------
1994 1993 1992 1991 1990
-------- -------- -------- ------- -------

OPERATING DATA(1)
Operating Revenue
Rents and other income....... $ 36,621 $ 25,005 $ 14,786 $10,994 $10,985
Equity in income of
partnership................. 75 72 88 75 --
-------- -------- -------- ------- -------
36,696 25,077 14,874 11,069 10,985
-------- -------- -------- ------- -------
Operating Expenses
Rental operating expenses.... 19,496 13,035 7,565 5,773 5,182
-------- -------- -------- ------- -------
INCOME FROM RENTAL
OPERATIONS................. 17,200 12,042 7,309 5,296 5,803
-------- -------- -------- ------- -------
Other Income (Expenses)
Interest and dividend income
............................ 82 1,240 270 455 634
Interest expense............. (10,248) (7,529) (3,807) (2,869) (3,147)
Administrative expenses...... (1,886) (1,698) (1,149) (820) (659)
-------- -------- -------- ------- -------
(12,052) (7,987) (4,686) (3,234) (3,172)
-------- -------- -------- ------- -------
INCOME BEFORE GAIN (LOSS) ON
SALE OF REAL ESTATE........ 5,148 4,055 2,623 2,062 2,631
-------- -------- -------- ------- -------
Gain (Loss) on Sale of Real
Estate Investments and Costs
Associated with Proposed Real
Estate Investment............ 8 285 (528) (268) (243)
-------- -------- -------- ------- -------
INCOME BEFORE EXTRAORDINARY
ITEM ...................... 5,156 4,340 2,095 1,794 2,388
Extraordinary Item--early
extinguishment of debt....... -- (1,611) -- -- --
-------- -------- -------- ------- -------
NET INCOME.................. $ 5,156 $ 2,729 $ 2,095 $ 1,794 $ 2,388
======== ======== ======== ======= =======
Funds From Operations (2)...... $ 11,512 $ 8,314 $ 5,320 $ 4,174 $ 4,585
Net Cash Provided By (Used In):
Operating Activities.......... 10,557 9,767 4,633 4,353 3,744
Investing Activities.......... (52,748) (59,510) (33,277) (4,192) 11,884
Financing Activities.......... 37,315 54,465 19,311 10,289 18,098
Dividends Paid ................ $ 9,806 $ 7,181 $ 4,784 $ 3,229 $ 5,337
Per Share Data
Net income ................... $ 0.58 $ 0.37 $ 0.44 $ 0.52 $ 0.70
Dividends paid................ $ 1.10 $ 1.05 $ 1.01 $ 1.00 $ 1.56
Weighted Average Shares
Outstanding .................. 8,914 7,346 4,736 3,429 3,423

AS OF DECEMBER 31,
----------------------------------------------
1994 1993 1992 1991 1990
-------- -------- -------- ------- -------

BALANCE SHEET DATA
Gross Investment in Real
Estate(3).................... $279,698 $203,529 $137,047 $93,692 $85,730
Total Assets.................. 269,923 202,904 132,178 97,990 82,310
Mortgage Notes Payable........ 42,139 19,704 41,572 29,903 25,850
Notes Payable ................ 52,987 5,000 24,113 ---- ----
Convertible Subordinated
Debentures .................. 62,878 62,955 ---- ---- ----
Total Liabilities ............ 163,213 91,737 67,032 30,219 26,851
Shareholders' Equity.......... 106,710 111,167 65,146 67,771 55,459

-------
(1) See "Management's Discussion and Analysis of Financial Condition and
Results of Operations" for information regarding factors, such as property
acquisitions and dispositions and other transactions, which have affected
operating performance during the periods 1992 through 1994.

(2) Funds from operations is defined by the Company as net income, excluding
gains (or losses) from sales of property and other non-operating
extraordinary items, plus depreciation, and after adjustments for
unconsolidated partnerships to reflect funds from operations on the same
basis. (See Consolidated Statements of Cash Flows of the consolidated
financial statements and notes, thereto included herein.) Funds from
operations does not represent cash flows from operations as defined by
generally accepted accounting principles, nor is it indicative that cash
flows are adequate to fund all cash needs. Funds from operations is not to
be considered as an alternative to net income as defined by generally
accepted accounting principles or to cash flows as a measure of liquidity.
Real estate industry analysts utilize the concept of funds from operations
as an important measure of a REIT's financial performance. The Company
considers funds from operation in evaluating its operating results, and
its dividend policy is also based, in part, on the concept of funds from
operations.
(3) Gross investment is initial purchase price plus costs capitalized
subsequent to acquisition.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

Overview

During 1993 and 1994, the Company made eight property acquisitions,
consisting of three shopping centers and five apartment communities, at a total
investment of approximately $132 million (purchase price plus capitalized
costs). Operating revenue and income from rental operations for these years
increased as a result of these acquisitions.

The Company's real estate investment portfolio is composed of shopping center
and apartment properties. It is the Company's intention to achieve a balanced
portfolio of these two property types. During 1993 and 1994, the Company added
to its portfolio approximately 780,000 s.f. of retail space, at a cost of $61
million, and over 1,800 apartment units, at a cost of $71 million. As of
December 31, 1994, approximately 66% of the Company's real estate investment
portfolio, or $185 million, consisted of shopping centers, and approximately
34%, or $95 million, consisted of apartments.

The following table provides certain information with respect to income from
operations of the Company's shopping center and apartment properties:

YEAR ENDED
DECEMBER 31,
-----------------
1994 1993 1992
----- ----- -----

OPERATING REVENUES:
Shopping Centers..................................... $21.3 $15.8 $13.6
Apartments........................................... 15.4 9.3 1.3
----- ----- -----
36.7 25.1 14.9
----- ----- -----
OPERATING EXPENSES:
Shopping Centers..................................... 10.8 8.2 6.9
Apartments........................................... 8.4 4.6 0.6
----- ----- -----
19.2 12.8 7.5
----- ----- -----
INCOME FROM RENTAL OPERATIONS:
Shopping Centers..................................... 10.5 7.6 6.7
Apartments........................................... 7.0 4.7 0.7
----- ----- -----
$17.5 $12.3 $ 7.4
===== ===== =====

RESULTS OF OPERATIONS

Comparison of the years ended December 31, 1994 and 1993.

For the year ended December 31, 1994, results of oeprations reflected
increases over corresponding 1993 amounts resulting primarily from the
Company's acquisition of properties during 1993 and 1994, as shown below:

GROSS INVESTMENT
(A) (IN MILLIONS)
------------------
1994 1993 TOTAL
----- ----- ------

Shopping Centers....................................... $34.9 $26.8 $ 61.7
Apartments............................................. 28.2 42.5 70.7
----- ----- ------
TOTAL................................................ $63.1 $69.3 $132.4
===== ===== ======

--------
(a) Gross investment is initial purchase price plus costs capitalized
subsequent to acquisition.

Operating revenue from all properties in the portfolio for the year ended
December 31, 1994, compared to 1993, increased by $11.62 million (46%), due
principally to newly-acquired properties and, to a lesser extent, higher rental
rates on properties which were a part of the portfolio during both comparative
periods. Revenue from shopping centers and apartments increased by $5.52
million and $6.10 million, respectively. Rental operating expenses of all
properties increased by $6.35 million (50%); rental operating expenses of
shopping centers and apartments increased $2.53 million and $3.83 million,
respectively. Income from rental operations of all properties increased $5.20
million (42%); income from rental operations of shopping centers and apartments
increased $2.90 million and $2.30 million, respectively. The reported increases
in operating revenue, operating expenses, and income from rental operations
were due principally to newly-acquired properties.

Operating revenue and expenses from shopping center and apartment properties
owned during both comparable periods each increased 5%, in 1994, compared to
1993. As a result, income from rental operations from these properties
increased 5% over the same period a year ago. Management attributes this
increase in income from rental operations to higher rental rates and higher
average occupancies throughout 1994.

Interest, dividend, and other income decreased $1.16 million for the year
1994, compared to 1993. This decrease is due principally to the Company fully
investing, by the end of 1993, all funds derived from its May 1993 public
offering in income-producing properties and debt repayments, which were
partially invested in short-term, interest-bearing securities during 1993; and
also due to the sale of the Company's investments in real estate companies
during the first quarter of 1993.

Interest expense increased $2.72 million (36%) for the year ended December
31, 1994, compared to 1993, attributable to the following: (1) an increase of
$1.83 million in interest expense on the convertible subordinated debentures
issued on May 13, 1993; (2) an increase of $1.91 million in interest expense on
bank debt, due to higher average borrowings to fund acquisitions and capital
improvements, and higher interest rates (average borrowings were approximately
$32.5 million and $8.5 million, with a weighted average interest rate of 7.73%
and 6.10% in 1994 and 1993, respectively). These increases in interest expense
were partially offset by lower mortgage interest expense of $1.02 million,
attributable to the repayment of $28.6 million of mortgage debt, and the
repayment of $24.1 million of bank debt, both with the proceeds of the May 1993
public offering.

General and administrative expenses increased by $188,000 (11%) in 1994,
compared to 1993. The increase is primarily due to increased costs incurred in
connection with the evaluation of potential acquisitions, higher payroll costs,
professional fees, and other administrative costs associated with the Company's
increased portfolio size and capital structure.

The comparison of net income between 1994 and 1993 was additionally affected
by the recognition of: (1) $1.6 million of costs associated with the early
extinguishment of secured mortgage debt in 1993; and (2) an $8,000 gain on the
sale of the Company's available-for-sale investment securities in 1994,
compared to $285,000 in 1993 from sale of investments in real estate companies.

Comparison of the years ended December 31, 1993 and 1992.

For the year ended December 31, 1993, results of operations reflected
increases over corresponding 1992 amounts. The increase in operating results is
primarily attributable to the Company's acquisition of properties during 1992
and 1993, as shown below:

GROSS INVESTMENT
(IN MILLIONS)
------------------
1993 1992 TOTAL
----- ----- ------

Shopping Centers....................................... $24.2 $22.7 $ 46.9
Apartments............................................. 40.1 19.2 59.3
----- ----- ------
TOTAL................................................ $64.3 $41.9 $106.2
===== ===== ======

Operating revenue from all properties in the portfolio for the year ended
December 31, 1993, compared to 1992, increased by $10.20 million (69%), due
principally to newly-acquired properties and, to a lesser extent, higher rental
rates on properties which were a part of the portfolio during both comparative
periods. Revenue from shopping centers and apartments increased by $2.20
million and $8.00 million, respectively. Rental operating expenses of all
properties increased by $5.30 million (71%); rental operating expenses of
shopping centers and apartments increased $1.30 million and $4.00 million,
respectively. Income from rental operations of all properties increased $4.90
million (66%); income from rental operations of shopping centers and apartments
increased $910,000 and $4.00 million, respectively. The reported increases in
operating revenue, operating expenses, and income from rental operations were
due principally to newly-acquired properties.

Operating revenue and expenses from shopping center and apartment properties
owned during both comparable periods increased 1% and 8%, respectively, in
1993, compared to 1992. As a result, income from rental operations reflected a
decrease of approximately 7%, primarily attributable to an increase in
depreciation expense resulting from capital improvements at several of the
Company's properties during 1993 and 1992.

Interest and dividend income increased $970,000 for the year 1993, compared
to 1992, due principally to the investment of funds (derived from the Company's
May 1993 public offering) in short-term, interest-bearing securities during the
remainder of 1993. The increase in interest income was partially offset by
lower dividend income as a result of the sale of the Company's investments in
real estate companies during the first quarter of 1993.

Interest expense increased $3.72 million (98%) for the year ended December
31, 1993, compared to 1992, attributable to: (1) $3.20 million of interest
expense on the convertible subordinated debentures issued on May 13, 1993; (2)
$646,000 of interest expense on mortgage loans for the term financing of the
following properties:

--Camelot Plaza Shopping Center ($2.3 million principal amount at
9.0%),

--Bel Air Apartments ($2.9 million principal amount at an average rate
of 8.3%),

--Garden Lane Apartments ($2.5 million principal amount at an average
rate of 8.4%),

--Pine Bend Apartments ($2.4 million principal amount at 8.25%),

--Steeplechase Apartments ($2.3 million principal amount at 9.0%),

--Bryn Mawr Apartments ($7.0 million principal amount at 8.25%);

and (3) a reduction in interest expense on bank debt of $126,000, due to lower
average borrowings to fund new acquisitions, and slightly lower interest rates
(average borrowings were approximately $8.5 million and $11.2 million, with a
weighted average interest rate of 6.10% and 6.50%, in 1993 and 1992,
respectively). The Company repaid $28.6 million of mortgage debt and $24.1
million of bank debt from the proceeds of the May 1993 public offering.

General and administrative expenses increased by $549,000 (48%) in 1993,
compared to 1992. The increase is principally attributable to costs incurred in
connection with the evaluation of potential acquisitions and other
administrative costs associated with the Company's increased portfolio size and
capital structure.

The comparison of net income between 1993 and 1992 was additionally affected
by the recognition of: (1) $1.6 million of costs associated with early
extinguishment of secured mortgage debt, (2) $610,000 of costs unrelated to
real estate operations in 1992, and (3) $285,000 gain on the sale of the
Company's investments in real estate companies in 1993, compared to $82,000 in
1992.

LIQUIDITY AND CAPITAL RESOURCES

The primary source of working capital for the Company is net cash provided by
operating activities, from which the Company funds normal operating
requirements and distributions to shareholders. In addition, the Company
maintains unsecured credit lines with commercial banks, which it utilizes to
temporarily finance the cost of portfolio growth, property improvements, and
other expenditures. At December 31, 1994, the Company had $1.4 million of cash
and cash equivalents, and commitments for a total of $78 million of bank lines
of credit, of which $25 million was available. Utilization of the bank lines is
subject to certain restrictive covenants that impose maximum borrowing levels
by the Company through the maintenance of prescribed debt-to-equity or other
financial ratios.

Net cash flows from operating activities increased $790,000 in 1994 from
1993, and $5.1 million in 1993 from 1992. These increases were primarily
attributable to increases in income from rental operations, net of increases in
other expenses, as discussed above. Changes in operating assets and liabilities
from 1992 to 1994 were primarily attributable to the growth in the Company's
investment portfolio, and from 1992 to 1993, accrued interest on the Company's
convertible subordinated debentures.

Net cash flows used in investing activities decreased $6.8 million in 1994
and 1993, attributable to a decrease in the addition of investment properties,
offset by an increase in improvements to existing properties. In 1994, the
Company acquired an apartment community and a shopping center for $39.0 million
(net of $22.8 million debt assumed), and additional land adjoining three of its
existing shopping centers at combined costs of $2.5 million. The increase in
costs of improvements to real estate properties during 1994 was primarily
attributable to renovation programs at two of the Company's shopping centers
and certain existing apartment properties. In connection with the renovation of
the shopping centers, the Company entered into noncancelable construction
contracts with non-affiliated companies, for contract amounts totaling $5.0
million. Each contract was approximately 50% complete, on a cost basis, at
December 31, 1994. Anticipated sources of funds to complete the renovation
programs in progress include cash provided by operating activities and proceeds
from issuance of debt, including borrowings from bank credit lines.

During 1993, the Company acquired two shopping centers and four apartment
properties for approximately $58 million, net of $6.9 million of debt assumed.
In 1992, the Company acquired two shopping centers and five apartments
properties for approximately $28 million, net of $12 million of debt assumed.

Net cash flows provided by financing activities decreased $17.1 million in
1994 from 1993 and increased $35.1 million in 1993 from 1992. These changes
were primarily attributable to the net effect of the refinancings and repayment
of debt in connection with the Company's May 1993 public offering of 4 million
shares of common stock and $65 million convertible subordinated debentures.
Substantially all of the costs of investing

activities during 1994 was funded by borrowings from bank credit lines and the
assumption of existing mortgage debt with respect to property acquired.

As of December 31, 1994, eight of the Company's properties, comprising
approximately 26% of its gross investment in real estate, were subject to a
total of $42.1 million in mortgage debt, all of which bears a fixed rate of
interest for a fixed terms. The remainder of the portfolio may be available for
additional debt financing, if determined appropriate. The Company anticipates
that its current cash balance, operating cash flows, and borrowings (including
borrowings under its lines of credit) will be adequate to fund the Company's
future (i) operating and administrative expenses, (ii) debt service
obligations, (iii) distributions to shareholders, (iv) capital improvements,
and (v) normal repair and maintenance expenses at its properties.

The Company's current dividend policy is to pay quarterly dividends to
shareholders, based upon, among other factors, funds from operations, as
opposed to net income. Because funds from operations excludes the deduction of
non-cash charges, principally depreciation, and non-operating items, quarterly
dividends will typically be greater than net income and may include a tax-
deferred return of capital component. On August 1, 1994, the Company's board of
directors declared an increase in the cash dividend to $.28 per share, or an
indicated annual rate of $1.12 per share. On March 8, 1995, the Company paid a
cash dividend with respect to the period October 1, 1994 through December 31,
1994 of $.28 per share, to shareholders of record as of February 22, 1995.

FUNDS FROM OPERATIONS

Funds from operations is defined by the Company as net income, excluding
gains (or losses) from sales of property and other non-operating extraordinary
items, plus depreciation, and after adjustments for unconsolidated partnerships
to reflect funds from operations on the same basis. Funds from operations does
not represent cash flows from operations as defined by generally accepted
accounting principles, nor is it indicative that cash flows are adequate to
fund all cash needs. Funds from operations is not to be considered as an
alternative to net income as defined by generally accepted accounting
principles or to cash flows as a measure of liquidity. Real estate industry
analysts utilize the concept of funds from operations as an important measure
of a REIT's financial performance. The Company considers funds from operations
in evaluating its operating results, and its dividend policy is also based, in
part, on the concept of funds from operations.

For the year ended December 31, 1994, funds from operations totalled $11.51
million, an increase of $3.2 million (39%) over 1993. Funds from operations
increased from $5.32 million in 1992 to $8.31 million in 1993, an increase of
$2.99 million (56%) over 1992.

The increases in funds from operations in 1993 and 1994 resulted primarily
from the Company's acquisition of properties during 1992 through 1994.

EFFECTS OF INFLATION

Substantially all of the Company's retail leases contain provisions designed
to provide the Company with a hedge against inflation. Most of the Company's
retail leases contain provisions which enable the Company to receive percentage
rentals based on tenant sales in excess of a stated breakpoint and/or provide
for periodic increases in minimum rent during the lease term. Also, the
majority of the Company's retail leases are for terms of less than ten years,
which allows the Company to adjust rentals to changing market conditions. In
addition, most retail leases require tenants to contribute to property
operating expenses, thereby reducing the Company's exposure to higher costs
caused by inflation. Apartment leases are written for short terms, generally
six to twelve months.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The Company's Consolidated Balance Sheets as of December 31, 1994 and 1993,
and its Consolidated Statements of Income, Shareholders' Equity, Cash Flows,
and Notes to Consolidated Financial Statements for the years ended December 31,
1994, 1993, and 1992, together with the Report of Independent Auditors thereon,
are included under Item 14 of this report and are incorporated herein by
reference. Unaudited quarterly results of operations included in the notes to
the consolidated financial statements are also incorporated herein by
reference.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(A) (1) FINANCIAL STATEMENTS

INDEX TO FINANCIAL STATEMENTS

PAGE
----

Report of Independent Auditors............................................. 16
Consolidated Balance Sheets as of December 31, 1994 and 1993............... 17
Consolidated Statements of Income for the years ended December 31, 1994,
1993, and 1992............................................................ 18
Consolidated Statements of Shareholders' Equity for the years ended
December 31, 1994, 1993, and 1992......................................... 19
Consolidated Statements of Cash Flows for the years ended December 31,
1994, 1993, and 1992...................................................... 20
Notes to Consolidated Financial Statements................................. 21

All other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not submitted because
they are not required or the required information appears in the financial
statements or notes thereto.

REPORT OF INDEPENDENT AUDITORS

Shareholders and Board of Directors
Sizeler Property Investors, Inc.

We have audited the accompanying consolidated balance sheets of Sizeler
Property Investors, Inc. and subsidiaries as of December 31, 1994 and 1993, and
the related consolidated statements of income, shareholders' equity, and cash
flows for each of the three years in the period ended December 31, 1994. These
financial statements are the responsibility of the Company's management. Our
audits also included the financial statement schedules listed in the Index at
Item 14(a). Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Sizeler Property
Investors, Inc. and subsidiaries at December 31, 1994 and 1993, and the
consolidated results of their operations and cash flows for each of the three
years in the period ended December 31, 1994, in conformity with generally
accepted accounting principles. Also, in our opinion, the related financial
statement schedules, when considered in relation to the basic financial
statements taken as a whole, present fairly in all material respects the
information set forth therein.

Ernst & Young LLP

Jackson, Mississippi
February 3, 1995
(except for Note J, as to which the date is March 8, 1995)

SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31,
--------------------------
1994 1993
------------ ------------

ASSETS
Real estate investments (Notes B and E)
Land............................................ $ 46,918,000 $ 35,868,000
Buildings and improvements, net of accumulated
depreciation of $21,309,000 in 1994 and
$15,409,000 in 1993............................ 210,498,000 151,253,000
Investment in real estate partnership (Note D).. 973,000 999,000
------------ ------------
258,389,000 188,120,000
Cash and cash equivalents......................... 1,423,000 6,299,000
Accounts receivable and accrued revenue, net of
allowance for doubtful accounts of $321,000 in
1994 and $261,000 in 1993........................ 2,931,000 2,577,000
Prepaid expenses and other assets................. 7,180,000 5,908,000
------------ ------------
Total Assets.................................. $269,923,000 $202,904,000
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Mortgage notes payable (Note E)................... $ 42,139,000 $ 19,704,000
Notes payable (Note E)............................ 52,987,000 5,000,000
Accounts payable and accrued expenses............. 4,119,000 3,027,000
Tenant deposits and advance rents................. 845,000 828,000
Commitments and contingencies (Note K)............ -- --
Minority interest in real estate partnerships
(Note L)......................................... 245,000 223,000
------------ ------------
100,335,000 28,782,000
Convertible subordinated debentures (Note A)...... 62,878,000 62,955,000
------------ ------------
Total Liabilities............................. 163,213,000 91,737,000
------------ ------------
SHAREHOLDERS' EQUITY (Notes F and M)
Preferred stock, 3,000,000 shares authorized, none
issued........................................... -- --
Common stock, par value $.01 per share, 15,000,000
shares authorized, shares issued and
outstanding--8,922,819 in 1994 and 8,901,704 in
1993............................................. 89,000 89,000
Additional paid-in capital........................ 127,199,000 126,979,000
Accumulated distributions in excess of net income
(Note H)......................................... (20,551,000) (15,901,000)
------------ ------------
106,737,000 111,167,000
Unrealized loss on securities (Note D)............ (27,000) --
------------ ------------
Total Shareholders' Equity.................... 106,710,000 111,167,000
------------ ------------
Total Liabilities and Shareholders' Equity.... $269,923,000 $202,904,000
============ ============

See notes to consolidated financial statements.

SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

YEAR ENDED DECEMBER 31,
---------------------------------------
1994 1993 1992
------------- ----------- -----------

OPERATING REVENUE (Notes B, C, and G)
Rents and other income.............. $ 36,621,000 $25,005,000 $14,786,000
Equity in income of partnership..... 75,000 72,000 88,000
------------- ----------- -----------
36,696,000 25,077,000 14,874,000
------------- ----------- -----------
OPERATING EXPENSES
Management and leasing (Note G)..... 1,495,000 1,179,000 723,000
Utilities........................... 1,737,000 1,368,000 927,000
Real estate taxes................... 2,625,000 1,482,000 956,000
Operations and maintenance (Note G). 5,301,000 3,560,000 1,596,000
Other operating expenses............ 1,995,000 1,212,000 711,000
Depreciation........................ 6,343,000 4,234,000 2,652,000
------------- ----------- -----------
19,496,000 13,035,000 7,565,000
------------- ----------- -----------
INCOME FROM RENTAL OPERATIONS..... 17,200,000 12,042,000 7,309,000
------------- ----------- -----------
OTHER INCOME (EXPENSES)
Interest, dividends, and other
income............................. 82,000 1,240,000 270,000
Interest expense (Note E)........... (10,248,000) (7,529,000) (3,807,000)
Administrative expenses (Note G).... (1,886,000) (1,698,000) (1,149,000)
------------- ----------- -----------
(12,052,000) (7,987,000) (4,686,000)
------------- ----------- -----------
INCOME BEFORE GAIN (LOSS) ON SALE
OF REAL ESTATE AND EXTRAORDINARY
ITEM ............................ 5,148,000 4,055,000 2,623,000
------------- ----------- -----------
Gain (loss) on sale of investments in
real estate companies and other
securities, and costs associated with
proposed real estate investment
(Notes D and K)...................... 8,000 285,000 (528,000)
------------- ----------- -----------
8,000 285,000 (528,000)
------------- ----------- -----------
INCOME BEFORE EXTRAORDINARY ITEM.. 5,156,000 4,340,000 2,095,000
Extraordinary item--early
extinguishment of debt (Note E)...... -- (1,611,000) --
------------- ----------- -----------
NET INCOME........................ $ 5,156,000 $ 2,729,000 $ 2,095,000
============= =========== ===========
PER SHARE DATA:
Income before extraordinary item.. $ 0.58 $ 0.59 $ 0.44
============= =========== ===========
Extraordinary item................ $ -- $ (.22) $ --
============= =========== ===========
Net income........................ $ 0.58 $ 0.37 $ 0.44
============= =========== ===========

See notes to consolidated financial statements.

SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

ACCUMULATED
COMMON STOCK ADDITIONAL DISTRIBUTIONS UNREALIZED
------------------ PAID-IN IN EXCESS OF TREASURY LOSS ON
SHARES AMOUNT CAPITAL NET INCOME STOCK SECURITIES TOTAL
--------- ------- ------------ ------------- ----------- ---------- ------------

Balance at January 1,
1992................... 5,257,398 $52,000 $ 83,342,000 $ (8,760,000) $(6,851,000) $(12,000) $ 67,771,000
Net income for 1992..... 2,095,000 2,095,000
Cash dividends declared
and paid ($1.01 per
share) (Note H)........ (4,784,000) (4,784,000)
Exercise of stock
options................ 6,000 52,000 52,000
Change in unrealized
loss on securities..... 12,000 12,000
--------- ------- ------------ ------------ ----------- -------- ------------
Balance at December 31,
1992................... 5,263,398 52,000 83,394,000 (11,449,000) (6,851,000) -- 65,146,000
--------- ------- ------------ ------------ ----------- -------- ------------
Issuance of 4,000,000
shares in public
offering, less
underwriters'
commissions and
offering costs of
$3,566,000............. 4,000,000 40,000 48,394,000 48,434,000
Conversion of
debentures............. 157,307 2,000 1,962,000 1,964,000
Retirement of treasury
stock (Note A)......... (525,400) (5,000) (6,846,000) 6,851,000 --
Net income for 1993..... 2,729,000 2,729,000
Cash dividends declared
and paid ($1.05 per
share) (Note H)........ (7,181,000) (7,181,000)
Exercise of stock
options................ 6,399 75,000 75,000
--------- ------- ------------ ------------ ----------- -------- ------------
Balance at December 31,
1993................... 8,901,704 89,000 126,979,000 (15,901,000) -- -- 111,167,000
--------- ------- ------------ ------------ ----------- -------- ------------
Conversion of
debentures............. 5,922 77,000 77,000
Offering costs from 1993
offering............... (10,000) (10,000)
Net income for 1994..... 5,156,000 5,156,000
Cash dividends declared
and paid ($1.10 per
share) (Notes H and J). (9,806,000) (9,806,000)
Exercise of stock
options (Note F)....... 10,693 95,000 95,000
Shares issued pursuant
to Directors' Stock
Ownership Plan
(Note F)............... 4,500 58,000 58,000
Unrealized loss on
securities (Note D).... (27,000) (27,000)
--------- ------- ------------ ------------ ----------- -------- ------------
Balance at December 31,
1994................... 8,922,819 $89,000 $127,199,000 $(20,551,000) $ -- $(27,000) $106,710,000
========= ======= ============ ============ =========== ======== ============

See notes to consolidated financial statements.

SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEAR ENDED DECEMBER 31,
----------------------------------------
1994 1993 1992
------------ ------------ ------------

OPERATING ACTIVITIES:
Net income......................... $ 5,156,000 $ 2,729,000 $ 2,095,000
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation..................... 6,343,000 4,234,000 2,652,000
Costs associated with proposed
real estate investments......... -- -- 610,000
Gain on sale of investments in
real estate companies and other
securities...................... (8,000) (285,000) (82,000)
Extraordinary item--early
extinguishment of debt.......... -- 1,611,000 --
Equity in depreciation of real
estate partnership.............. 21,000 25,000 45,000
Changes in operating assets and
liabilities:
Increase in accounts receivable
and accrued revenue............. (354,000) (837,000) (660,000)
Increase in prepaid expenses and
other assets.................... (1,039,000) (383,000) (451,000)
Increase in accounts payable and
accrued expenses................ 421,000 2,264,000 263,000
Increase in tenant deposits and
advance rents................... 17,000 409,000 161,000
------------ ------------ ------------
Net Cash Provided by Operating
Activities.................... 10,557,000 9,767,000 4,633,000
------------ ------------ ------------
INVESTING ACTIVITIES:
Acquisitions of real estate
investments, net of debt assumed.. (41,564,000) (57,657,000) (28,305,000)
Improvements to real estate
investments....................... (11,184,000) (3,361,000) (3,108,000)
Costs associated with proposed real
estate investments................ -- -- (610,000)
Proceeds on disposal of investment
in real estate companies.......... -- 1,508,000 348,000
Increase in other assets........... -- -- (1,602,000)
------------ ------------ ------------
Net Cash Used In Investing
Activities.................... (52,748,000) (59,510,000) (33,277,000)
------------ ------------ ------------
FINANCING ACTIVITIES:
Proceeds from notes payable to
banks............................. 50,987,000 5,000,000 24,113,000
Principal payments on mortgage
notes payable and notes payable to
banks............................. (3,315,000) (52,968,000) (77,000)
Early extinguishment of debt....... -- (1,611,000) --
Debt issuance costs and mortgage
escrow deposits................... (735,000) (2,262,000) --
Proceeds from issuance of common
stock and convertible subordinated
debentures........................ -- 113,352,000 --
Cash dividends paid................ (9,806,000) (7,181,000) (4,784,000)
Issuance of shares pursuant to
stock options/ownership plans..... 153,000 75,000 52,000
Minority interest in real estate
partnerships...................... 31,000 60,000 7,000
------------ ------------ ------------
Net Cash Provided by Financing
Activities.................... 37,315,000 54,465,000 19,311,000
------------ ------------ ------------
Net increase (decrease) in cash and
cash equivalents.................. (4,876,000) 4,722,000 (9,333,000)
Cash and cash equivalents at
beginning of year................. 6,299,000 1,577,000 10,910,000
------------ ------------ ------------
CASH AND CASH EQUIVALENTS AT
END OF YEAR................... $ 1,423,000 $ 6,299,000 $ 1,577,000
============ ============ ============

See notes to consolidated financial statements.

SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1994

NOTE A: SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation. The consolidated financial statements include
the accounts of Sizeler Property Investors, Inc. and its majority-owned
subsidiaries and partnerships (the "Company"). All significant intercompany
transactions and accounts have been eliminated in consolidation.

Offering Expenses. In May 1993, the Company completed an offering of 4
million shares of common stock at a price of $13 per share (less $3,566,000 of
underwriting and offering costs), and $65 million of 8% convertible
subordinated debentures (the "debentures"), due 2003 (less $2,600,000 of
underwriting costs). The debentures are convertible into common stock of the
Company, based on $13.00 per share, at any time prior to maturity, unless
previously redeemed. During 1994 and 1993, $77,000 and $2,045,000 of debentures
were converted into 5,922 and 157,307 shares of common stock, respectively.

Costs incurred in connection with public offerings of the Company's shares of
common stock have been charged directly against shareholders' equity.

Real Estate Investments. Real estate investments are carried at cost.
Depreciation of buildings and improvements is provided by the straight-line
method over the estimated useful lives of the assets, ranging from ten to forty
years. Maintenance and repairs are expensed in the period incurred.

Securities. The Company adopted the provisions of the Financial Accounting
Standards Board Statement of Financial Accounting Standards No. 115,
"Accounting for Certain Investments in Debt and Equity Securities." As a
result, investment securities have been classified as available-for-sale. In
accordance with the Statement, prior period financial statements have not been
restated to reflect the change in accounting principle. Available-for-sale
securities are stated at fair value, with the unrealized gains and losses, net
of taxes, reported as a separate component of shareholders' equity. Application
of the new statement has not had a material effect on the Company's financial
position or results of operations (see Note D).

Rental Income. Rental income includes rents from shopping center and
apartment properties. Minimum rents from shopping center leases are accounted
for ratably over the term of the lease. Percentage rents are recognized based
upon tenant sales that exceed specific levels. Tenant reimbursements are
recognized as the applicable services are rendered or expenses incurred.

Federal Income Taxes. The Company has elected to be taxed as a real estate
investment trust ("REIT") under the Internal Revenue Code and intends to
maintain its qualification as a REIT in the future. Accordingly, no provision
for federal or state income taxes was made.

A real estate investment trust is required to distribute to shareholders at
least 95% of its ordinary taxable income. Taxable income differs from net
income for financial reporting purposes principally because of differences in
the amount and timing of depreciation of the properties. At December 31, 1994,
the income tax basis, net of accumulated tax depreciation, of the Company's
real estate properties was approximately $204.8 million.

Earnings Per Share. Primary earnings per share are based upon weighted
average number of shares outstanding. The weighted average number of shares
outstanding were 8,914,054 in 1994, 7,345,991 in 1993, and 4,735,932 in 1992.

Fully-diluted per share amounts are similarly computed, but include the
effect, when dilutive, of the Company's common stock equivalents. The Company's
outstanding debentures and options are excluded in these calculations for 1994
and 1993, due to their antidilutive effect.

SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Preferred Stock. The rights and preferences of the Company's authorized
preferred stock may be fixed by the Board of Directors.

NOTE B: REAL ESTATE INVESTMENTS

In 1992, the Company acquired a community shopping center, a power shopping
center, and five apartment properties for approximately $40,511,000. In
connection with the acquisition of these properties, the Company assumed
mortgage notes payable totalling $12,344,000 (see Note E).

In 1993, the Company acquired a community shopping center, a power shopping
center, and four apartment properties for approximately $64,333,000. In
connection with the acquisition of these properties, the Company assumed
mortgage notes payable totalling $6,987,000 (see Note E).

In 1994, the Company acquired a regional enclosed shopping mall, an apartment
property, and additional outparcels and other developable land adjacent to
several retail centers owned by the Company for approximately $64,340,000. In
connection with the acquisition of these properties, the Company assumed
mortgage notes payable totalling $22,750,000 (see Note E).

NOTE C: REAL ESTATE OPERATIONS

The Company's principal business is investing in shopping centers and
apartment communities located in the southern United States. Tenants in the
Company's shopping centers include national, regional, and local retailers.
Most of the Company's shopping center leases provide for the payment of fixed
monthly rentals (minimum rents), reimbursement of common area maintenance,
utilities, taxes and insurance expenses, and payment of additional rents based
upon a percentage of retail sales in excess of stated minimums. The non-
cancellable portions of such lease terms range from one year for smaller tenant
spaces to forty years for larger tenant spaces. Management has provided a
valuation allowance for doubtful accounts receivable. As of December 31, 1994,
this allowance totalled $321,000, compared to $261,000 a year ago. Actual
charge-offs were $74,000 in 1994 and $96,000 in 1993. Management considers the
valuation allowance to be adequate.

Rents and other income in the Company's Consolidated Statements of Income
include reimbursed expenses, comprised of the following items:

YEAR ENDED DECEMBER 31,
--------------------------------
1994 1993 1992
---------- ---------- ----------

Common area maintenance................. $2,238,000 $1,496,000 $1,345,000
Utility service charges................. 819,000 718,000 819,000
Real estate tax and insurance........... 1,407,000 917,000 709,000
Other tenant income..................... 800,000 476,000 120,000
Other income............................ 381,000 97,000 185,000
---------- ---------- ----------
$5,645,000 $3,704,000 $3,178,000
========== ========== ==========

SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

The Company's shopping centers are leased to tenants under operating leases.
The future minimum rents on non-cancellable operating leases at December 31,
1994, are as follows:

YEAR AMOUNT
---- ------------

1995......................................................... $ 16,115,000
1996......................................................... 14,497,000
1997......................................................... 13,293,000
1998......................................................... 12,103,000
1999......................................................... 10,795,000
Thereafter................................................... 81,899,000
------------
$148,702,000
============

The above amounts do not include rental income that is based on tenants'
sales or reimbursed expenses.

NOTE D: INVESTMENT IN REAL ESTATE COMPANIES AND PARTNERSHIP

The Company had investments in real estate companies at December 31, 1992, of
$1,223,000, all of which were sold during 1993. The Company realized gains on
sales of real estate investments and equity securities of $8,000, $285,000, and
$82,000 in 1994, 1993, and 1992, respectively. The Company had equity
securities available-for-sale of $3,800,000 and $131,000, with unrealized gains
(losses) of $40,000 and ($27,000) at January 1, 1994, and December 31, 1994,
respectively.

Investment in real estate partnership at December 31, 1994 and 1993, is
accounted for using the equity method and represents a 50% interest, in the
amounts of $973,000 and $999,000, respectively, in a partnership which owns a
community shopping center (see Note G).

NOTE E: MORTGAGE NOTES PAYABLE

During 1994, the Company assumed mortgage debt totalling $22.8 million in
connection with the acquisition of a shopping mall (see Note B). During 1993,
the Company paid off a total of $28.6 million in mortgage debt, using a portion
of the proceeds from the May 1993 public offering. The Company incurred $1.6
million in expenses in 1993 associated with the early extinguishment of a $22
million mortgage note payable, which is included in the Consolidated Statements
of Income as an extraordinary item. The Company's mortgage notes payable at
December 31, 1994 and 1993, are as follows:

SECURED BY LAND,
BUILDINGS, AND
IMPROVEMENTS, BALANCE OUTSTANDING AT
WITH BOOK DECEMBER 31,
PRINCIPAL INTEREST VALUE ON -----------------------
MATURITY RATE DECEMBER 31, 1994 1994 1993
--------- -------- ----------------- ----------- -----------

August 31, 1996.............. 9.750% $ 4,658,000 $ 3,514,000 $ 3,560,000
November 1, 1996............. 8.350% 34,460,000 22,750,000 --
March 1, 1997................ 9.000% 3,169,000 2,263,000 2,294,000
December 1, 1999............. 10.875% 4,640,000 3,590,000 3,616,000
December 27, 1999............ 9.000% 3,910,000 2,222,000 2,250,000
July 1, 2000................. 8.250% 10,572,000 6,915,000 6,973,000
November 10, 2000............ 9.000% 3,857,000 293,000 374,000
July 15, 2003................ 8.500% 4,308,000 592,000 637,000
----------- ----------- -----------
$69,574,000 $42,139,000 $19,704,000
=========== =========== ===========

SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Future principal payments on the Company's mortgage notes payable at December
31, 1994, are as follows:

YEAR AMOUNT
---- -----------

1995.......................................................... $ 343,000
1996.......................................................... 26,537,000
1997.......................................................... 2,475,000
1998.......................................................... 253,000
1999.......................................................... 5,690,000
Thereafter.................................................... 6,841,000
-----------
$42,139,000
===========

The Company has commitments for lines of credit from commercial banks
totalling $78 million, of which $25 million was available at December 31, 1994.
The weighted average interest rate was 7.73% and 6.10% for the years ended
December 31, 1994 and 1993, respectively. The terms of agreements for the lines
of credit generally provide for the right of the banks to terminate such
commitments and to accelerate all outstanding advances upon the occurrence of
any material adverse change in the financial condition or operations of the
Company. In addition, the bank credit agreements also contain restrictive
covenants that impose maximum borrowing levels by the Company through the
maintenance of prescribed debt-to-equity or other financial ratios.

NOTE F: STOCK OPTION AND OWNERSHIP PLANS

At December 31, 1994, the Company had a 1986 Stock Option Plan (the "1986
Plan") under which an aggregate of 350,000 shares of common stock are currently
reserved for issuance upon exercise of options granted thereunder, and a 1989
Directors' Stock Option Plan (the "1989 Directors' Plan").

Under the 1986 Plan, 10-year options may be granted to key employees and are
granted annually to directors at the fair market value of the Company's common
stock at the date of grant.

Activity under the 1986 Plan is summarized below:

1994 1993 1992
---------------------- ---------------------- ----------------------

Outstanding at January
1...................... 296,500 $ 8.50-$17.38 201,000 $ 8.50-$17.38 262,000 $11.50
Granted............... 22,000 $12.69-$13.56 100,500 $11.75-$13.56 5,000 $ 8.50-$ 8.75
Exercised............. (10,000) $ 8.75 (5,000) $11.94 (6,000) $15.81-$16.38
Expired............... (33,000) $ 8.50-$13.75 -- (60,000) $15.81-$16.38
------- ------- -------
Outstanding at
December 31............ 275,500 $ 8.50-$17.38 296,500 $ 8.50-$17.38 201,000 $ 8.50-$17.38
======= ======= =======

At December 31, 1994, options for 183,000 shares under the 1986 Plan were
exercisable. Shares available for future grant under the 1986 Plan totalled
74,500 at December 31, 1994. In January 1995, 6,000 shares were granted to
directors at a price of $12.69 under the 1986 Plan.

Under the 1989 Directors' Plan, directors could elect to receive an option to
acquire shares of the Company's stock instead of receiving an annual director's
fee. The number of shares of the subject option is equivalent to the amount of
the annual director's fee, divided by the difference between the fair market
value of the shares on the date of the grant and the cash exercise price. The
cash exercise price is 30% of the fair market value of the shares on the date
of the grant. The effective cost (including the value of the foregone
directors' fee) to exercise a 1989 Directors' Plan option, therefore, was the
fair market value of the Company's stock on the date of grant. The 1989
Directors' Plan was discontinued at the end of 1993 and replaced by the 1994
Directors' Stock Ownership Plan.

SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Activity under the 1989 Directors' Plan is summarized below:

1994 1993 1992
------------ ------------------- -----------------

Outstanding at January 1..... 1,386 $3.34 1,255 $3.29-$4.22 1,255 $3.29-$4.22
Granted.................... 2,079 $3.34 --
Exercised.................. (693) $3.34 (1,399) $3.29-$3.34 --
Expired.................... (549) $4.22 --
----- ------ -----
Outstanding at December 31... 693 $3.34 1,386 $3.34 1,255 $3.29-$4.22
===== ====== =====

Upon termination of future grants under the 1989 Directors' Plan at December
31, 1993, 43,317 shares then available for future grant under that plan were no
longer reserved for issuance and were returned to the status of authorized
unissued and unreserved shares.

The 1994 Directors' Stock Ownership Plan, effective in January 1994, provides
that directors of the Company who are not salaried officers of the Company are
entitled to receive an annual director's fee of 750 shares. Alternatively, a
director may elect to be paid a cash substitute, equal to 90% of the value of
the shares for which the director elects the cash substitute, in lieu of all or
part of the annual stock award. In 1994, 4,500 shares were issued.

NOTE G: RELATED PARTY TRANSACTIONS

The Company has a contract with Sizeler Real Estate Management Co., Inc. (the
"Management Company") to manage the Company's real estate properties. Certain
of the Company's shareholders and an officer have an ownership interest in
Sizeler Realty Co., Inc. ("Sizeler Realty"), the parent of the Management
Company. The agreement is renewable annually, subject to the approval of a
majority of the unaffiliated directors of the Company, and subject to the
termination rights of the parties. The management agreement may be terminated
for any reason by either party upon 180 days' written notice.

The fee arrangement through 1992 for managing the properties was 4.5% of
gross revenue (5% for apartment properties) received from the operation of the
properties. The Management Company also received a leasing fee equal to 3% of
the total fixed minimum rent payable for retail properties during the term of a
new lease (2.5% on renewal leases). In the event the Company acquired
additional investment property with the assistance of the Management Company,
the Management Company was entitled to an acquisition fee equal to 1.5% of the
acquisition cost of such property. In addition to the management, leasing, and
acquisition fees, the Management Company was reimbursed for certain
administrative expenses of the Company.

On January 1, 1993, the Company restructured the management fee arrangement
with the Management Company, whereby the management fee is now based on the
Company's gross investment in real estate, adjusted for year-to-year increases
(or decreases) in funds from operations per share. The annual management fee is
paid ratably on a monthly basis and is calculated based upon .65% of the
Company's gross investment in real estate at the beginning of each year (as
shown on the Company's audited financial statements for the previous year), and
will be adjusted for acquisitions or dispositions of property during a year,
effective the first of the next month following an acquisition or disposition
of such property. At the end of each year, the management fee for that year
will be adjusted (either upward or downward) by the percentage increase or
decrease in the Company's funds from operations per share, compared to the
previous year.

Under the management contracts, the Company made cash payments to the
Management Company of $1,779,000, $1,468,000, and $1,311,000 in 1994, 1993, and
1992, respectively. At December 31, 1994 and 1993, no amounts were accrued or
payable for such services.

The Company leases approximately 14,000 s.f. at the Westland Shopping Center
to Sizeler Realty, where it maintains its principal executive offices. Under
this lease, Sizeler Realty paid annual rent of $94,000 in 1994, 1993, and 1992.
The lease provides for three five-year renewal options.

SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

A director and officer of the Company is a director of Hibernia National Bank
("Hibernia"). At December 31, 1994, $20 million of the Company's $78 million in
committed bank lines of credit was provided by Hibernia. The Company had
borrowings under the Hibernia line totalling $13 million at December 31, 1994,
and no borrowings under this line at December 31, 1993.

The Company holds its interest in the Westland Shopping Center pursuant to a
long-term ground lease, expiring on December 31, 2046, with certain family
members of an officer and director of the Company. During 1994, 1993, and 1992,
the Company paid $51,000, $47,000, and $43,000, respectively, under this lease.

In March 1991, the Company purchased a 50% interest in the Southwood Shopping
Center ("Southwood") from Sizeler Realty (LaPalco), Inc. ("LaPalco"), a wholly-
owned subsidiary of Sizeler Realty, for $900,000. Southwood is subject to a
long-term ground lease from certain family members of an officer and director
of the Company, expiring on March 31, 2031. The rent under the ground lease is
50% of cash flow (as defined) up to a maximum of $225,000, and, in the event
the rental payment shall reach $225,000 in any year, it shall remain fixed at
$225,000 for each year thereafter. No ground rent was payable under the lease
agreement in 1992, 1993, or 1994. LaPalco is the primary obligor on a
$1,368,000 mortgage note payable, guaranteed by Sizeler Realty, which LaPalco
is solely obligated to pay out of its partnership distributions or other
sources. Although the Company is not an obligor on the mortgage note payable,
its interest in Southwood is subordinated to the mortgage encumbering the
property.

The Company incurred $34,000 in 1994, $41,000 in 1993, and $28,000 in 1992
for maintenance services provided by an affiliate of the Management Company.

NOTE H: DIVIDEND DISTRIBUTION

The dividends paid in 1994, 1993, and 1992 for federal income tax purposes
were as follows:

1994 1993 1992
---------------- ---------------- ----------------
PER PER PER
TOTAL SHARE TOTAL SHARE TOTAL SHARE
---------- ----- ---------- ----- ---------- -----

Taxable income............... $6,156,000 $0.72 $3,425,000 $ .62 $2,422,000 $ .55
Return of capital............ 3,650,000 0.38 3,756,000 .43 2,362,000 .46
---------- ----- ---------- ----- ---------- -----
$9,806,000 $1.10 $7,181,000 $1.05 $4,784,000 $1.01
========== ===== ========== ===== ========== =====

NOTE I: CASH FLOWS

Cash equivalents represent investments that are highly liquid and have a
maturity of three months or less at the time the investment is made.

The Company assumed mortgage notes payable in 1994, 1993, and 1992 with
principal balances totalling $22,750,000, $6,987,000, and $12,344,000,
respectively, in connection with the purchase of real estate properties (see
Note E).

The Company paid off mortgage notes payable totalling $28,573,000 in 1993.

Cash interest payments made in 1994, 1993, and 1992 totalled $10,250,000,
$5,309,000, and $3,707,000, respectively.

SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

NOTE J: SUBSEQUENT EVENTS

On January 13, 1995, the Company completed mortgage financings, which have a
fixed interest rate of 9.465%, involving three of its apartment properties. The
combined mortgage amounts totalled $19,825,000 and mature on February 1, 2000.
The Company used the net proceeds derived from these mortgage financings to pay
down borrowings from its bank credit lines.

On January 17, 1995, the Company acquired a 177-unit apartment property
located in Pensacola, Florida, at a total cost of $4,747,000.

On March 8, 1995, the Company paid a $.28 per share quarterly dividend, to
shareholders of record as of February 22, 1995.

NOTE K: COMMITMENTS AND CONTINGENCIES

The Company's three executive officers defer a portion of their current
compensation, payable at date of retirement. Total charges to earnings
associated with such deferred compensation were $218,000 in 1994, $199,000 in
1993, and $188,000 in 1992.

In October 1990, a lawsuit was commenced in the United States District Court
for the Eastern District of Louisiana, in which the Company and certain
officers and directors of the Company were defendants. On August 3, 1992, after
a non-jury trial, the United States District Judge dismissed all claims against
the Company and all defendants in that litigation. The plaintiff filed an
appeal of the Courts' decision, which appeal was argued before the appellate
court on August 3, 1993. On September 21, 1993, the United States Court of
Appeals for the Fifth Circuit unanimously affirmed the rulings and judgment of
the United States District Court. Charges to earnings associated with the
lawsuit were approximately $610,000 in 1992.

The Company maintains a policy of directors' and officers' liability
insurance, which provides coverage for the Company's officers and directors
under the corporate indemnity of officers' and directors' provisions in the
policy. The policy does not provide coverage of corporate defense costs.
Management filed a claim to recover, under the terms of the insurance policy,
the legal expenses related to the defense of the Company's officers and
directors. The Company had recorded a receivable in the amounts of $312,000 and
$394,000 at December 31, 1994 and 1993, respectively, toward recovery of such
legal expenses.

The Company, from time to time, may be subject to other litigation arising
from the conduct of its business. Management of the Company does not believe
that any existing litigation involving the Company will materially affect its
financial condition or future results of operations.

NOTE L: MINORITY INTEREST IN REAL ESTATE PARTNERSHIP

The Company, directly or through wholly-owned subsidiaries, owns its
interests in the North Shore Square Mall, Southland Mall, Delchamps Plaza
Shopping Center, Magnolia Place Apartments, Georgian Apartments, Steeplechase
Apartments, and Garden Lane Apartments through separate partnerships, four
general and three limited, in which the Company has a 99% interest and its
partner has a 1% interest. In each case, its partner is a wholly-owned
subsidiary of Sizeler Realty (see Note G). The Company's consolidated financial
statements include 100% of the assets, liabilities, and operations of these
properties. Sizeler Realty's ownership portion is reflected in the Company's
consolidated financial statements as minority interest.

SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

NOTE M: SHAREHOLDERS' RIGHTS PLAN

In 1989, the Company's Board of Directors adopted a shareholders' rights plan
(the "Plan") and simultaneously declared a dividend of one share purchase right
("right") for each outstanding share of the Company's common stock outstanding
at May 19, 1989. The rights do not become exercisable until the earlier of (i)
the date of the Company's public announcement that a person or affiliated group
has acquired, or obtained the right to, beneficial ownership of 20% or more of
the Company's common stock, (ii) ten business days following the commencement
of a tender offer that would result in a person or affiliated group owning 30%
or more of the Company's common stock, or (iii) ten business days after the
Company's Board of Directors determines that a person or affiliated group has
become the beneficial owner of at least 15% of the Company's common stock and
that person or affiliated group intends to sell these shares back to the
Company causing a material adverse impact to the Company.

The exercise price of a right has been established at $60. Once exercisable,
each right would entitle the holder to purchase common stock of the company
having a value equal to two times the value of the right. The rights expire on
May 19, 1999.

NOTE N: QUARTERLY FINANCIAL DATA (UNAUDITED)

Summarized (unaudited) quarterly financial data for the years ended 1994 and
1993 are as follows (in thousands, except per share data):

THREE MONTHS ENDED IN 1994
-----------------------------------------------
MARCH 31(A) JUNE 30 SEPTEMBER 30 DECEMBER 31
----------- ------- ------------ --------------

Revenues....................... $7,741 $8,702 $9,907 $10,346
Income before gains (losses)... $1,605 $1,476 $1,043 $ 1,024
Net income..................... $1,613 $1,476 $1,043 $ 1,024
Net income per share........... $ 0.18 $ 0.17 $ 0.12 $ 0.11

THREE MONTHS ENDED IN 1993
-----------------------------------------------
MARCH 31(A) JUNE 30 SEPTEMBER 30 DECEMBER 31(B)
----------- ------- ------------ --------------

Revenues....................... $4,894 $5,654 $6,708 $ 7,821
Income before gains (losses)
and extraordinary item........ $ 664 $ 859 $1,200 $ 1,332
Net income..................... $ 949 $ 859 $1,200 $ (279)
Net income per share........... $ 0.20 $ 0.13 $ 0.14 $ (0.03)

--------
(a) During the first quarters of 1994 and 1993, the Company recorded gains of
$8,000 and $285,000, respectively, on the sale of securities available-for-
sale and certain of the Company's investments in real estate companies.
(b) The Company recorded an extraordinary charge, totalling $1,611,000,
relating to the early extinguishment of mortgage debt in the fourth quarter
of 1993.

FORM 1O-K EXHIBITS

NUMBER TITLE METHOD OF FILING
------ ----- ----------------

3.1A Restated Certificate of Incorporation, Incorporated by reference (1)
as amended
3.1B Amendment No. 1 to Restated Certificate Incorporated by reference (6)
of Incorporation, as amended
3.1C Amendment No. 2 to Restated Certificate Incorporated by reference(12)
of Incorporation, as amended
3.2 Restated By-Laws as amended through Incorporated by reference(8)
October 26, 1990
4.0A Form of Certificate for Common Stock, Incorporated by reference(3)
$0.01 par value
4.1A Indenture for the Registrant's 8% Incorporated by reference(13)
Convertible Subordinated Debentures
due 2003
4.2A Debenture for the Registrant's 8% Incorporated by reference(13)
Convertible Subordinated Debentures
due 2003
10.1A Management Agreement Incorporated by reference(1)
10.1B Amendment No. 1 to Management Agreement Incorporated by reference(3)
10.1C Amendment No. 2 to Management Agreement Incorporated by reference(4)
10.1D Amendment No. 3 to Management Agreement Incorporated by reference(10)
10.1E Amendment No. 5 to Management Agreement Incorporated by reference(12)
10.2 Form of Indemnification Agreement Incorporated by reference(1)
(which the Company has entered into
with each officer and director)
10.3 Form of Right of First Refusal Incorporated by reference(2)
Agreement which has been entered into
by the Company and each of Sidney W.
Lassen and Sizeler Realty Co., Inc.
10.4 The Company's 1986 Stock Option Plan, Incorporated by reference(9)
as amended through January 25, 1991*
10.5 Deferred Compensation Agreement between Incorporated by reference(11)
Company and John J. Gilluly, Jr. (The
Company also has a deferred
Compensation Agreement with Sidney W.
Lassen and Thomas S. Davidson which
are identical to Mr. Gilluly's
agreement)
10.6 The Company's 1989 Directors' Stock Incorporated by reference(5)
Option Plan*
10.7 Sizeler Property Investors, Inc. Incorporated by reference(14)
Incentive Award Plan*
10.8 First Amendment to the Sizeler Property Incorporated by reference(14)
Investors, Inc. Incentive Award Plan*
10.9 Sizeler Property Investors, Inc. 1994 Incorporated by reference(14)
Directors' Stock Ownership Plan*
10.10 Agreement between the Company and Incorporated by reference(14)
Sidney W. Lassen*
10.11 Agreement between the Company and Incorporated by reference(14)
Thomas S. Davidson*
10.12 Agreement between the Company and John Incorporated by reference(14)
J. Gilluly, Jr.*

NUMBER TITLE METHOD OF FILING
------ ----- ----------------

19.1 The Company's Shareholder Rights Plan Incorporated by reference(7)
dated as of April 28, 1989
19.2 First Amendment to Shareholder Rights Incorporated by reference(8)
Plan
22 List of Subsidiaries Incorporated by reference
24.1 Consent of Ernst & Young Filed herewith
27 Financial Data Schedule Filed herewith

--------
(1) Incorporated by reference to the exhibits filed on November 5, 1986 with
the Company's original registration statement on Form S-11 (No. 33-9973).
(2) Incorporated by reference to the exhibits filed on November 24, 1986 with
Amendment No. 1 to the Company's registration statement on Form S-11.
(3) Incorporated by reference to the exhibits filed on January 14, 1987 with
Amendment No. 3 to the Company's registration statement on Form S-11.
(4) Incorporated by reference to the exhibits filed on February 6, 1987 with
Post-Effective Amendment No. 1 to the Company's registration statement on
Form S-11.
(5) Incorporated by reference to the Exhibit A to the Company's Proxy Statement
dated March 23, 1989.
(6) Incorporated by reference to the exhibits to the Company's Form 10-K for
the year ended December 31, 1988.
(7) Incorporated by reference to the exhibit to the Company's Form 8-A filed on
May 4, 1989.
(8) Incorporated by reference to the exhibits to the Company's Form 8-K dated
February 18, 1991.
(9) Incorporated by reference to the Exhibit A to the Company's Proxy Statement
dated April 5, 1991.
(10) Incorporated by reference to the exhibits filed with the Company's Form
10-K for the year ended December 31, 1990.
(11) Incorporated by reference to the exhibits filed with the Company's Form
10-K for the year ended December 31, 1991.
(12) Incorporated by reference to the exhibits filed with the Company's Form
10-K for the year ended December 31, 1992.
(13) Incorporated by reference to the exhibits filed with the Company's Form 8-
K dated May 26, 1993.
(14) Incorporated by reference to the exhibits filed on March 7, 1994 with the
Company's registration statement on Form S-3 (No. 33-76134).

(15) Incorporated by reference to the exhibits filed with the Company's Annual
Report in Form 10-K for the year ended December 31, 1994.
* Management compensation plan agreements.