SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

DENNIS WILLIAM C

(Last)

(First)

(Middle)

C/O SYLVAN LEARNING SYSTEMS, INC.

1001 FLEET STREET

(Street)

BALTIMORE

21202

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/16/2003

3. Issuer Name and Ticker or Trading Symbol
SYLVAN LEARNING SYSTEMS INC [ slvn ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, Latin America

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	20,000⁽³⁾	D
Restricted Common Stock⁽⁴⁾	72,000⁽⁴⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options	⁽¹⁾	10/01/2011	Stock Options	134,598	$5.95	D
Stock Options	⁽²⁾	01/02/2012	Stock Options	45,178	$5.95	D

Explanation of Responses:

1. Various vesting dates: 33% exercisable 10/1/02 33% exercisable on signature of stock option agreement - 9/16/03 34% exercisable on 10/01/04.

2. Various vesting dates: 33% exercisable 1/2/03 33% exercisable on signature of stock option agreement - 9/16/03 34% exercsable 1/2/05

3. Shares acquired upon signature of a Restricted Stock agreement dated 4/30/03 between the shareholder and the Company. Said Restricted Stock agreement was fully-executed on 9/16/03.

4. All of the shares are currently nonvested and forfeitable as of the Grant Date of 4-30-03. 25% of the shares will vest and become nonforfeitable on each anniversary of the Grant Date such that 100% of the shares will be vested and nonforfeitable on the fourth anniversary of the Grant Date.

	William C. Dennis	09/17/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
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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