SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FISHELL WILLIAM J

(Last)

(First)

(Middle)

(Street)

BALTIMORE

21201

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TOWN & COUNTRY TRUST [ TCT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President & Controller

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2003

4. 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 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 Shares of Beneficial Interest	08/12/2003		M		3,100	A	$14.75	10,100	D⁽¹⁾
Common Shares of Beneficial Interest	08/12/2003		M		2,500	A	$15.125	12,600	D⁽¹⁾
Common Shares of Beneficial Interest	08/12/2003		M		3,000	A	$15.25	15,600	D⁽¹⁾
Common Shares of Beneficial Interest	08/12/2003		F		5,600	D	$23.05	10,000	D⁽¹⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Options to Buy	$14.75	08/12/2003	08/08/1988⁽²⁾	M			3,100	08/08/1988⁽³⁾	10/31/2004	Common Shares of Beneficial Interest	3,100	$0.00⁽²⁾	0.00	D
Options to Buy	$15.125	08/12/2003	08/08/1988⁽²⁾	M			2,500	08/08/1988⁽⁴⁾	01/26/2005	Common Shares of Beneficial Interest	2,500	$0.00⁽²⁾	0.00	D
Option to Buy	$15.25	08/12/2003	08/08/1988⁽²⁾	M			3,000	08/08/1988⁽⁵⁾	02/10/2009	Common Shares of Beneficial Interest	3,000	$0.00⁽²⁾	0.00	D

Explanation of Responses:

1. Mr. Fishell holds these shares with his wife, as joint tenants

2. This field is not applicable.

3. One-third (1/3) of these options became exercisable on October 31 of each of the years 1995, 1996 and 1997.

4. One-third (1/3) of these options became exercisable on June 17 of each of the years 1998, 1999 and 2000.

5. One-third (1/3) of these options became exercisable on February 10 of each of the years 2000, 2001 and 2002.

	/s/ William Fishell, by Laura D. Nemeth as Attorney in Fact	08/21/2003
	** 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 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).
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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