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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

HOEY JOHN

(Last)

(First)

(Middle)

1001 FLEET STREET

5TH FLOOR

(Street)

BALTIMORE

21202

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/24/2003

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)
	Sr.VP, Corporate Services

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	420⁽¹⁾	D
Common Stock	637.263	I	Shares held in 401(k) account

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)
Options	⁽²⁾	06/27/2005	Common Stock	31,375	$8.89	D
Options	⁽³⁾	12/13/2009	Common Stock	17,500	$13.11	D
Options	⁽²⁾	12/13/2009	Common Stock	17,500	$12.31	D
Options	⁽³⁾	01/02/2012	Common Stock	15,386	$16.35	D
Options	⁽³⁾	04/30/2013	Common Stock	25,000	$17.54	D
TOTAL OPTIONS	⁽⁴⁾	⁽⁴⁾	Common Stock	106,761	⁽⁴⁾	D

Explanation of Responses:

1. Shares acquired via an open market purchase at $28.35 on 12/24/2003.

2. All options are currently exercisable.

3. Shares vest at 20% over a period of 5 years.

4. As of the date of this transmission, reporting person owns a grand total of 106,761 stock options at various exercise prices and expiration dates, as reported in the previous footnotes.

	John K. Hoey	02/03/2004
	** 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 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.