Sec Form 3 Filing - HOEY JOHN @ SYLVAN LEARNING SYSTEMS INC - 2003-12-24

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person HOEY JOHN 2. Issuer Name and Ticker or Trading Symbol SYLVAN LEARNING SYSTEMS INC [ slvn] 5. 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 (Last) (First) (Middle) 1001 FLEET STREET, 5TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/24/2003 (Street) BALTIMORE, MD21202 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 420 ( 1 ) D Common Stock 637.263 I Shares held in 401(k) account

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Options $ 8.89 ( 2 ) 06/27/2005 Common Stock 31,375 D Options $ 13.11 ( 3 ) 12/13/2009 Common Stock 17,500 D Options $ 12.31 ( 2 ) 12/13/2009 Common Stock 17,500 D Options $ 16.35 ( 3 ) 01/02/2012 Common Stock 15,386 D Options $ 17.54 ( 3 ) 04/30/2013 Common Stock 25,000 D TOTAL OPTIONS ( 4 ) ( 4 ) ( 4 ) Common Stock 106,761 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HOEY JOHN 1001 FLEET STREET 5TH FLOOR BALTIMORE, MD21202 Sr.VP, Corporate Services Signatures John K. Hoey 02/03/2004 Signature of Reporting Person Date

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.

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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