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^*

WALKER MICHAEL R

(Last)

(First)

(Middle)

228 N. GARFIELD STREET

(Street)

KENNETT SUARE

19348

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ELDERTRUST [ ETT ]

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

X	Director		10% Owner
X	Officer (give title below)	X	Other (specify below)
	Acting CEO and President		Trustee

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2004

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	02/05/2004		S		76,566	D	$12.5⁽¹⁾	0	D
Common Shares	02/05/2004		S		176,500	D	$12.5⁽¹⁾	0	I	Walker Family Partnership
Common Shares	02/05/2004		S		63,600	D	$12.5⁽¹⁾	0	I	Senior LifeChoice

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)
Common Shares	$7.9	02/05/2004		S			2,000	04/19/2002	04/19/2012	Common Shares	2,000	$4.6⁽²⁾	0	D
Common Shares	$7.14	02/05/2004		S			3,000	04/28/2003	04/28/2013	Common Shares	3,000	$5.36⁽²⁾	0	D
Common Shares	$10.26	02/05/2004		S			100,000	⁽³⁾	⁽⁴⁾	Common Shares	100,000	$2.24⁽²⁾	0	D

Explanation of Responses:

1. These shares were sold, and the Reporting Person resigned from his position as Chairman, Trustee and Officer of the Issuer, in connection with a merger of the Issuer.

2. The options became fully vested and were sold, and the Reporting Person resigned from his position as Chairman, Trustee and Officer of the Issuer, in connection with a merger of the Issuer.

3. The first 50,000 shares were exercisable on 10/24/2003 and the remaining 50,000 shares were exercisable on 02/05/2004.

4. The expiration date of the first 50,000 shares will be on 10/24/2013 and the expiration date of the remaining 50,000 shares will be on 02/05/2014.

	Kelly Keomanikhoth, as Attorney in Fact	02/06/2004
	** 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).
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