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^*

LASKER ALAN W

(Last)

(First)

(Middle)

9 WEST 57TH STREET

50TH FLOOR

(Street)

NEW YORK

10019

(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)
	Senior VP-Finance / CFO

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2004

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 of Beneficial Ownership	03/01/2004		M		4,422	A	$15.13	6,422	D
Common Shares of Beneficial Interest	03/01/2004		M		820	A	$15.25	7,242	D
Common Shares of Beneficial Interest	03/01/2004		M		3,944	A	$21.3	11,186	D
Common Shares of Beneficial Interest	03/01/2004		F		7,573	D	$26.05	3,613	D
Common Shares of Beneficial Interest								41,250⁽¹⁾	D
Common Shares of Beneficial Interest								9,000	D⁽²⁾

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	$15.13	03/01/2004		M			4,422	06/16/1998⁽³⁾	06/17/2007	Common Shares of Beneificial Ownership	4,422	$15.13	10,578	D
Options to Buy	$15.25	03/01/2004		M			820	02/10/2000⁽⁴⁾	02/10/2009	Common Shares of Beneficial Ownership	820	$15.25	9,180	D
Options to Buy	$21.5	03/01/2004		M			3,944	01/30/2003⁽⁵⁾	01/30/2002	Common Shares of Beneificial Ownership	3,944	$21.5	16,056	D

Explanation of Responses:

1. Restricted stock granted pursuant to the 1997 Plan.

2. Mr. Lasker owns these shares with his wife, as joint tenants.

3. One-Third (1/3) of these options became exercisable on June 16 of each of the years 1998, 1999 and 2000.

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

5. One-Third (1/3) of these options became exerciable on January 30 of each of the years 2003, 2004 and 2005.

	/s/ Alan W. Lasker, by Daniel G. Berick as attorney-in-fact	03/03/2004
	** 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).
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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