<PAGE>

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 29, 2002
                                                   REGISTRATION NO. 333-

                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.   20549
                             _____________________

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                             _____________________

                       SIZELER PROPERTY INVESTORS, INC.
            (Exact Name of Registrant as Specified in its Charter)

            Maryland                                    72-1082589
(State or Other Jurisdiction of                      (I.R.S. Employer
Incorporation or Organization)                      Identification No.)

                            2542 Williams Boulevard
                           Kenner, Louisiana   70062
          (Address of Principal Executive Offices, including Zip Code)

                             _____________________

              Sizeler Real Estate Management Co., Inc. 401(k) Plan
                            (Full Title of the Plan)

                             _____________________

                          Sidney W. Lassen, Chairman
                            2542 Williams Boulevard
                           Kenner, Louisiana   70062
                    (Name and Address of Agent for Service)

                                (504) 471-6200
         (Telephone Number, Including Area Code, of Agent for Service)
                             _____________________

                                    Copy to:
                           William I. Schapiro, Esq.
                        Jaeckle Fleischmann & Mugel, LLP
                            800 Fleet Bank Building
                               12 Fountain Plaza
                           Buffalo, New York   14202
                                 (716) 856-0600
                             _____________________

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                            Proposed Maximum           Proposed Maximum          Amount of
Title of Securities      Amount To           Offering Price           Aggregate Offering       Registration
 To Be Registered      Be Registered            Per Share                 Price (1)               Fee (1)
------------------------------------------------------------------------------------------------------------
<S>                   <C>                <C>                       <C>                        <C>
Common Stock,
 $0.0001 par value
 per share  (2)(3)        100,000                Various                    $976,000               $89.20
------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Determined in accordance with Rule 457(h)(1) and 457(c) under the
     Securities Act of 1933 based on the average of the high and low reported
     sales prices on the New York Stock Exchange on March 20, 2002.
(2)  Includes associated rights to purchase Series A Preferred Stock pursuant to
     the Shareholder Rights Agreement dated as of August 6, 1998.
(3)  Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
     Registration Statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.
     No registration fee is payable with respect to such interests, in
     accordance with Rule 457(h)(2).
 ______________________________________________________________________________
<PAGE>

                               EXPLANATORY NOTE

          This Registration Statement covers the maximum number of shares of
common stock, par value $0.0001 per share ("Common Stock"), of the Registrant
that could be issued under the Sizeler Real Estate Management Co., Inc. 401(k)
Plan described herein.


                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


          The documents containing the information specified in Part I will be
sent or given to employees participating in the plan described herein as
specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act").  In accordance with the instructions to Part I of Form S-8,
such documents will not be filed with the Securities and Exchange Commission
(the "Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 of the Securities
Act.  These documents and the documents incorporated by reference pursuant to
Item 8 of Part II of this Registration Statement, taken together, constitute the
prospectus as required by Section 10(a) of the Securities Act.


                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 8.  INCORPORATION OF DOCUMENTS BY REFERENCE.

          Sizeler Property Investors, Inc. (the "Registrant") hereby
incorporates by reference into this Registration Statement the following
documents filed by it with the Commission:

  .  Our Annual Report on Form 10-K for the year ended December 31, 2001.

  .  Our Current Report on Form 8-K, as filed with the SEC on June 26, 2001.

<PAGE>

  .  Our Current Report on Form 8-K, as filed with the SEC on December 3, 2001.

  .  Our Current Report on Form 8-K, as filed with the SEC on December 21, 2001.

  .  Our Registration Statement on Form 8-A, as filed with the SEC on August 26,
     1998.

  .  Our Registration Statement on Form 8-A/A, as filed with the SEC on December
     18, 2001.


          In addition, all documents filed by the Registrant subsequent to the
date hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing of such documents.  Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.


ITEM 4.  DESCRIPTION OF SECURITIES.

          Not applicable (the Common Stock is registered under Section 12 of the
Exchange Act).


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          The Registrant is organized in the State of Maryland.  The Maryland
General Corporation Law ("MGCL") permits a corporation to include in its charter
a provision limiting the liability of its directors and officers to the
corporation and its stockholders for money damages except for liability
resulting from (i) actual receipt of an improper personal benefit or

                                       2
<PAGE>

profit in money, property or services or (ii) active and deliberate dishonesty
established by a final judgment as being material to the cause of action.

          The MGCL permits a corporation to indemnify a director or officer who
has been successful, on the merits or otherwise, in the defense of any
proceeding to which the person is made a party by reason of his or her service
in that capacity. The MGCL permits a corporation to indemnify its present and
former directors and officers, among others, in connection with any proceeding
to which they may be made a party by reason of their service in those or other
capacities unless it is established that (i) the act or omission of the
indemnified party was material to the matter giving rise to the proceeding and
(a) was committed in bad faith or (b) was the result of active and deliberate
dishonesty; (ii) the indemnified party actually received an improper personal
benefit in money, property or services; or (iii) in the case of any criminal
proceeding, the indemnified party had reasonable cause to believe that the act
or omission was unlawful.

          The indemnity may include judgments, penalties, fines, settlements and
reasonable expenses actually incurred by the director or officer in connection
with the proceeding; provided, however, that if the proceeding is one by or in
the right of the Maryland corporation, indemnification is not permitted with
respect to any proceeding in which the director or officer has been adjudged to
be liable to the corporation.

          In addition, a director or officer of a Maryland corporation may not
be indemnified with respect to any proceeding charging improper personal benefit
to the director or officer in which the director or officer was adjudged to be
liable on the basis that personal benefit was improperly received.  The
termination of any proceeding by conviction or upon a plea of nolo contendere or
its equivalent or an entry of an order of probation prior to judgment creates a
rebuttal presumption that the director or officer did not meet the requisite
standard of conduct required for permitted indemnification.  The termination of
any proceeding by judgment, order or settlement, however, does not create a
presumption that the director or officer did not meet the requisite standard of
conduct for permitted indemnification.

          As a condition to advancing expenses to a director who is a party to a
proceeding, the MGCL requires the Registrant to obtain (a) a written affirmation
by the director or officer of his or her good faith belief that he or she has
met the standard of conduct necessary for indemnification by the Registrant and
(b) a written statement by or on his or her behalf to repay the amount paid or
reimbursed by the Registrant if it shall ultimately be determined that the
standard of conduct was not met.

          The Registrant's Charter provides that the Registrant will indemnify
its directors and officers, whether serving the Corporation or at its request
any other entity, to the full extent required or permitted by Maryland law,
including the advance of expenses under the procedures and to the full extent
permitted by law.  The Registrant's Charter contains a provision which limits a
director's or officer's personal liability for monetary damages to the
Registrant or its stockholders.  The Registrant's Charter also provides that the
Registrant will indemnify other employees and agents to the extent authorized by
the Registrant's board of directors or the

                                       3
<PAGE>

Registrant's Bylaws. The Bylaws of the Registrant do not authorize any such
indemnification for non-director, non-officer employees or agents.

          The Registrant has entered into an indemnification agreement (the
"Indemnification Agreement') with each of its directors and officers, and the
Board of Directors has authorized the Registrant to enter into an
Indemnification Agreement with each of the future directors and officers of the
Registrant.  The MGCL permits a corporation to indemnify its directors and
officers.  However, the protection that is specifically afforded by the MGCL
authorizes other arrangements for indemnification of directors and officers,
including insurance.  The Indemnification Agreement is intended to provide
indemnification to the maximum extent allowable by, or not in violation of, or
offensive to, any law of the State of Maryland.

          The Indemnification Agreement provides that the Registrant shall
indemnify a director or officer who is a party to the agreement (the
"Indemnitee"), if he or she was or is a party to or otherwise involved in any
proceeding by reason of the fact that he or she was or is a director or officer
of the Registrant, or was or is serving at its request in a certain capacity of
another entity, against losses incurred in connection with the defense or
settlement of such proceeding.  This indemnification shall be provided to the
fullest extent permitted by the Indemnification Agreement.  This is similar to
the indemnification provided by the MGCL except that indemnification is not
available under the Indemnification Agreement to the Indemnitee who pays any
amount in settlement of a proceeding without the Registrant's written consent.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

<TABLE>
<CAPTION>

ITEM 8.  EXHIBITS.

Exhibit
Number         Description
-------        -----------
<C>            <S>
  4.1          Form of Certificate for Common Stock, $0.0001 par value
               (incorporated by reference to Exhibit 5 to the Registrant's
               amended registration statement on Form 8-A/A filed with the SEC
               on December 18, 2001).
  4.2          Shareholder Rights Agreement dated as of August 6, 1998
               (incorporated by reference to the Registrant's Form 8-A filed on
               August 26, 1998).
  4.3          Amendment No. 1 to Shareholder Rights Agreement, dated as of
               February 5, 1999 (incorporated by reference to the exhibits to
               the Registrant's Form 10-K for the year ended December 31, 1998).
  5.1          *
----------------
*  The Sizeler Real Estate Management Co., Inc. 401(K) Plan (which is on the
   administrator's prototype form) has been submitted to the Internal Revenue
   Service (IRS) for a determination letter and the Plan will make all changes
   required by the IRS to qualify the Plan.
</TABLE>

                                       4
<PAGE>

<TABLE>
<C>            <S>
 23.1          Consent of KMPG LLP (filed herewith).
 24.1          Power of Attorney (included on signature page).
</TABLE>


ITEM 9.   UNDERTAKINGS.

          (a) The undersigned Registrant hereby undertakes:

                (1) To file, during any period in which offers or sales are
        being made, a post-effective amendment to this Registration Statement:

                        (i) To include any prospectus required by Section
                10(a)(3) of the Securities Act;

                        (ii) To reflect in the prospectus any facts or events
                arising after the effective date of this Registration Statement
                (or the most recent post-effective amendment thereof) which,
                individually or in the aggregate, represent a fundamental change
                in the information set forth in this Registration Statement.
                Notwithstanding the foregoing, any increase or decrease in
                volume of securities offered (if the total dollar value of
                securities offered would not exceed that which was registered)
                and any deviation from the low or high end of the estimated
                maximum offering range may be reflected in the form of
                prospectus filed with the Commission pursuant to Rule 424(b) if,
                in the aggregate, the changes in volume and price represent no
                more than a 20 percent change in the maximum aggregate offering
                price set forth in the "Calculation of Registration Fee" table
                in the effective registration statement; and

                        (iii) To include any material information with respect
                to the plan of distribution not previously disclosed in the
                Registration Statement or any material change to such
                information in the Registration Statement;

                provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                not apply if the information required to be included in a post-
                effective amendment by those paragraphs is contained in periodic
                reports filed with or furnished to the Commission by the
                Registrant pursuant to Section 13 or Section 15(d) of the
                Exchange Act that are incorporated by reference in the
                Registration Statement.

                (2) That, for the purpose of determining any liability under the
        Securities Act, each such post-effective amendment shall be deemed to be
        a new registration statement relating to the securities offered therein,
        and the offering of such securities at that time shall be deemed to be
        the initial bona fide offering thereof.

                (3) To remove from registration by means of a post-effective
        amendment any of the securities being registered which remain unsold at
        the termination of the offering.

                                       5
<PAGE>

          (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of  its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                                       6
<PAGE>

                                  SIGNATURES


          Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Kenner, State of Louisiana, on March 29, 2002.


                                        SIZELER PROPERTY INVESTORS, INC.



                                        By /s/ Robert A. Whelan
                                           _____________________________________
                                               Robert A. Whelan
                                               Chief Financial Officer


                              POWERS OF ATTORNEY


          We, the undersigned directors and officers of Sizeler Property
Investors, Inc., a Maryland corporation, do hereby constitute and appoint Sidney
W. Lassen and Thomas A. Masilla, Jr., and each and either of them, our true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, to do any and all acts and things in our names and on our behalf
in our capacities as directors and officers and to execute any and all
instruments for us and in our name in the capacities indicated below, which said
attorneys and agents may deem necessary or advisable to enable said corporation
to comply with the Securities Act of 1933 and any rules, regulations and
requirements of the Securities and Exchange Commission, in connection with this
registration statement, or any registration statement for this offering that is
to be effective upon filing pursuant to Rule 462(b) under the Securities Act of
1933, including specifically, but without limitation, any and all amendments
(including post-effective amendments) hereto; and we hereby ratify and confirm
all that said attorneys and agents, or either of them, shall do or cause to be
done by virtue thereof.

                                       7
<PAGE>

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of the 29th day of March, 2002.


<TABLE>
<CAPTION>
                  Signature                                       Title
                  ---------                                       -----
<S>                                              <C>
     /s/ Sidney W. Lassen
______________________________________           Chairman of the Board and Chief Executive
Sidney W. Lassen                                 Officer (Principal Executive Officer)

     /s/ Thomas A. Masilla, Jr.
______________________________________           Vice Chairman, President and Director
Thomas A. Masilla, Jr.                           (Principal Operating Officer)

     /s/ Robert A. Whelan
______________________________________           Chief Financial Officer (Principal Financial
Robert A. Whelan                                 and Accounting Officer)

     /s/ J. Terrell Brown
______________________________________           Director
J. Terrell Brown

     /s/ Francis L. Fraenkel
______________________________________           Director
Francis L. Fraenkel

     /s/ Harold B Judell
______________________________________           Director
Harold B. Judell

     /s/ James W. McFarland
______________________________________           Director
James W. McFarland

     /s/ Richard L. Pearlstone
______________________________________           Director
Richard L. Pearlstone

     /s/ Theodore H. Strauss
______________________________________           Director
Theodore H. Strauss

</TABLE>

                                       8
<PAGE>

          Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Kenner, State of
Louisiana, on March 29, 2002.


                                     SIZELER REAL ESTATE MANAGEMENT CO., INC.
                                         401(k) PLAN



                                     By:       /s/ Robert A. Whelan
                                         _______________________________________
                                         Robert A. Whelan
                                         Trustee

                                       9
<PAGE>

                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit
Number                                 Description
------                                 -----------
<C>            <S>
  4.1          Form of Certificate for Common Stock, $0.0001 par value
               (incorporated by reference to Exhibit 5 to the Registrant's
               amended registration statement on Form 8-A/A filed with the SEC
               on December 18, 2001).
  4.2          Shareholder Rights Agreement dated as of August 6, 1998
               (incorporated by reference to the Registrant's Form 8-A filed on
               August 26, 1998).
  4.3          Amendment No. 1 to Shareholder Rights Agreement, dated as of
               February 5, 1999 (incorporated by reference to the exhibits to
               the Registrant's Form 10-K for the year ended December 31, 1998).
  5.1          *
 23.1          Consent of KMPG LLP (filed herewith).
 24.1          Power of Attorney (included on signature page).
-----------------------
*  The Sizeler Real Estate Management Co., Inc. 401(K) Plan (which is on the
   administrator's prototype form) has been submitted to the Internal Revenue
   Service (IRS) for a determination letter and the Plan will make all changes
   required by the IRS to qualify the Plan.
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "SIZELER REAL ESTATE MANAGEMENT CO. 401(K) PLAN", "secsgml_size_bytes": 24875}]
{"company-data": {"conformed-name": "SIZELER PROPERTY INVESTORS INC", "cik": "0000805419", "assigned-sic": "6798", "irs-number": "721082589", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85212", "film-number": "02594334"}, "business-address": {"street1": "2542 WILLIAMS BLVD", "city": "KENNER", "state": "LA", "zip": "70062", "phone": "5044716200"}, "mail-address": {"street2": "2542 WILLIAMS BLVD", "city": "KENNER", "state": "LA", "zip": "70062"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 29, 2002
                                                   REGISTRATION NO. 333-

                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.   20549
                             _____________________

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                             _____________________

                       SIZELER PROPERTY INVESTORS, INC.
            (Exact Name of Registrant as Specified in its Charter)

            Maryland                                    72-1082589
(State or Other Jurisdiction of                      (I.R.S. Employer
Incorporation or Organization)                      Identification No.)

                            2542 Williams Boulevard
                           Kenner, Louisiana   70062
          (Address of Principal Executive Offices, including Zip Code)

                             _____________________

              Sizeler Real Estate Management Co., Inc. 401(k) Plan
                            (Full Title of the Plan)

                             _____________________

                          Sidney W. Lassen, Chairman
                            2542 Williams Boulevard
                           Kenner, Louisiana   70062
                    (Name and Address of Agent for Service)

                                (504) 471-6200
         (Telephone Number, Including Area Code, of Agent for Service)
                             _____________________

                                    Copy to:
                           William I. Schapiro, Esq.
                        Jaeckle Fleischmann & Mugel, LLP
                            800 Fleet Bank Building
                               12 Fountain Plaza
                           Buffalo, New York   14202
                                 (716) 856-0600
                             _____________________

                        CALCULATION OF REGISTRATION FEE
Proposed Maximum           Proposed Maximum          Amount of
Title of Securities      Amount To           Offering Price           Aggregate Offering       Registration
 To Be Registered      Be Registered            Per Share                 Price (1)               Fee (1)
------------------------------------------------------------------------------------------------------------
Common Stock,
 $0.0001 par value
 per share  (2)(3)        100,000                Various                    $976,000               $89.20
------------------------------------------------------------------------------------------------------------
(1)  Determined in accordance with Rule 457(h)(1) and 457(c) under the
     Securities Act of 1933 based on the average of the high and low reported
     sales prices on the New York Stock Exchange on March 20, 2002.
(2)  Includes associated rights to purchase Series A Preferred Stock pursuant to
     the Shareholder Rights Agreement dated as of August 6, 1998.
(3)  Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
     Registration Statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.
     No registration fee is payable with respect to such interests, in
     accordance with Rule 457(h)(2).
 ______________________________________________________________________________
EXPLANATORY NOTE

          This Registration Statement covers the maximum number of shares of
common stock, par value $0.0001 per share ("Common Stock"), of the Registrant
that could be issued under the Sizeler Real Estate Management Co., Inc. 401(k)
Plan described herein.

                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          The documents containing the information specified in Part I will be
sent or given to employees participating in the plan described herein as
specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act").  In accordance with the instructions to Part I of Form S-8,
such documents will not be filed with the Securities and Exchange Commission
(the "Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 of the Securities
Act.  These documents and the documents incorporated by reference pursuant to
Item 8 of Part II of this Registration Statement, taken together, constitute the
prospectus as required by Section 10(a) of the Securities Act.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8.  INCORPORATION OF DOCUMENTS BY REFERENCE.

          Sizeler Property Investors, Inc. (the "Registrant") hereby
incorporates by reference into this Registration Statement the following
documents filed by it with the Commission:

  .  Our Annual Report on Form 10-K for the year ended December 31, 2001.

  .  Our Current Report on Form 8-K, as filed with the SEC on June 26, 2001.
.  Our Current Report on Form 8-K, as filed with the SEC on December 3, 2001.

  .  Our Current Report on Form 8-K, as filed with the SEC on December 21, 2001.

  .  Our Registration Statement on Form 8-A, as filed with the SEC on August 26,
     1998.

  .  Our Registration Statement on Form 8-A/A, as filed with the SEC on December
     18, 2001.

          In addition, all documents filed by the Registrant subsequent to the
date hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing of such documents.  Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

          Not applicable (the Common Stock is registered under Section 12 of the
Exchange Act).

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          The Registrant is organized in the State of Maryland.  The Maryland
General Corporation Law ("MGCL") permits a corporation to include in its charter
a provision limiting the liability of its directors and officers to the
corporation and its stockholders for money damages except for liability
resulting from (i) actual receipt of an improper personal benefit or

                                       2
profit in money, property or services or (ii) active and deliberate dishonesty
established by a final judgment as being material to the cause of action.

          The MGCL permits a corporation to indemnify a director or officer who
has been successful, on the merits or otherwise, in the defense of any
proceeding to which the person is made a party by reason of his or her service
in that capacity. The MGCL permits a corporation to indemnify its present and
former directors and officers, among others, in connection with any proceeding
to which they may be made a party by reason of their service in those or other
capacities unless it is established that (i) the act or omission of the
indemnified party was material to the matter giving rise to the proceeding and
(a) was committed in bad faith or (b) was the result of active and deliberate
dishonesty; (ii) the indemnified party actually received an improper personal
benefit in money, property or services; or (iii) in the case of any criminal
proceeding, the indemnified party had reasonable cause to believe that the act
or omission was unlawful.

          The indemnity may include judgments, penalties, fines, settlements and
reasonable expenses actually incurred by the director or officer in connection
with the proceeding; provided, however, that if the proceeding is one by or in
the right of the Maryland corporation, indemnification is not permitted with
respect to any proceeding in which the director or officer has been adjudged to
be liable to the corporation.

          In addition, a director or officer of a Maryland corporation may not
be indemnified with respect to any proceeding charging improper personal benefit
to the director or officer in which the director or officer was adjudged to be
liable on the basis that personal benefit was improperly received.  The
termination of any proceeding by conviction or upon a plea of nolo contendere or
its equivalent or an entry of an order of probation prior to judgment creates a
rebuttal presumption that the director or officer did not meet the requisite
standard of conduct required for permitted indemnification.  The termination of
any proceeding by judgment, order or settlement, however, does not create a
presumption that the director or officer did not meet the requisite standard of
conduct for permitted indemnification.

          As a condition to advancing expenses to a director who is a party to a
proceeding, the MGCL requires the Registrant to obtain (a) a written affirmation
by the director or officer of his or her good faith belief that he or she has
met the standard of conduct necessary for indemnification by the Registrant and
(b) a written statement by or on his or her behalf to repay the amount paid or
reimbursed by the Registrant if it shall ultimately be determined that the
standard of conduct was not met.

          The Registrant's Charter provides that the Registrant will indemnify
its directors and officers, whether serving the Corporation or at its request
any other entity, to the full extent required or permitted by Maryland law,
including the advance of expenses under the procedures and to the full extent
permitted by law.  The Registrant's Charter contains a provision which limits a
director's or officer's personal liability for monetary damages to the
Registrant or its stockholders.  The Registrant's Charter also provides that the
Registrant will indemnify other employees and agents to the extent authorized by
the Registrant's board of directors or the

                                       3
Registrant's Bylaws. The Bylaws of the Registrant do not authorize any such
indemnification for non-director, non-officer employees or agents.

          The Registrant has entered into an indemnification agreement (the
"Indemnification Agreement') with each of its directors and officers, and the
Board of Directors has authorized the Registrant to enter into an
Indemnification Agreement with each of the future directors and officers of the
Registrant.  The MGCL permits a corporation to indemnify its directors and
officers.  However, the protection that is specifically afforded by the MGCL
authorizes other arrangements for indemnification of directors and officers,
including insurance.  The Indemnification Agreement is intended to provide
indemnification to the maximum extent allowable by, or not in violation of, or
offensive to, any law of the State of Maryland.

          The Indemnification Agreement provides that the Registrant shall
indemnify a director or officer who is a party to the agreement (the
"Indemnitee"), if he or she was or is a party to or otherwise involved in any
proceeding by reason of the fact that he or she was or is a director or officer
of the Registrant, or was or is serving at its request in a certain capacity of
another entity, against losses incurred in connection with the defense or
settlement of such proceeding.  This indemnification shall be provided to the
fullest extent permitted by the Indemnification Agreement.  This is similar to
the indemnification provided by the MGCL except that indemnification is not
available under the Indemnification Agreement to the Indemnitee who pays any
amount in settlement of a proceeding without the Registrant's written consent.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.
ITEM 8.  EXHIBITS.

Exhibit
Number         Description
-------        -----------
4.1          Form of Certificate for Common Stock, $0.0001 par value
               (incorporated by reference to Exhibit 5 to the Registrant's
               amended registration statement on Form 8-A/A filed with the SEC
               on December 18, 2001).
  4.2          Shareholder Rights Agreement dated as of August 6, 1998
               (incorporated by reference to the Registrant's Form 8-A filed on
               August 26, 1998).
  4.3          Amendment No. 1 to Shareholder Rights Agreement, dated as of
               February 5, 1999 (incorporated by reference to the exhibits to
               the Registrant's Form 10-K for the year ended December 31, 1998).
  5.1          *
----------------
*  The Sizeler Real Estate Management Co., Inc. 401(K) Plan (which is on the
   administrator's prototype form) has been submitted to the Internal Revenue
   Service (IRS) for a determination letter and the Plan will make all changes
   required by the IRS to qualify the Plan.
4
23.1          Consent of KMPG LLP (filed herewith).
 24.1          Power of Attorney (included on signature page).
ITEM 9.   UNDERTAKINGS.

          (a) The undersigned Registrant hereby undertakes:

                (1) To file, during any period in which offers or sales are
        being made, a post-effective amendment to this Registration Statement:

                        (i) To include any prospectus required by Section
                10(a)(3) of the Securities Act;

                        (ii) To reflect in the prospectus any facts or events
                arising after the effective date of this Registration Statement
                (or the most recent post-effective amendment thereof) which,
                individually or in the aggregate, represent a fundamental change
                in the information set forth in this Registration Statement.
                Notwithstanding the foregoing, any increase or decrease in
                volume of securities offered (if the total dollar value of
                securities offered would not exceed that which was registered)
                and any deviation from the low or high end of the estimated
                maximum offering range may be reflected in the form of
                prospectus filed with the Commission pursuant to Rule 424(b) if,
                in the aggregate, the changes in volume and price represent no
                more than a 20 percent change in the maximum aggregate offering
                price set forth in the "Calculation of Registration Fee" table
                in the effective registration statement; and

                        (iii) To include any material information with respect
                to the plan of distribution not previously disclosed in the
                Registration Statement or any material change to such
                information in the Registration Statement;

                provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                not apply if the information required to be included in a post-
                effective amendment by those paragraphs is contained in periodic
                reports filed with or furnished to the Commission by the
                Registrant pursuant to Section 13 or Section 15(d) of the
                Exchange Act that are incorporated by reference in the
                Registration Statement.

                (2) That, for the purpose of determining any liability under the
        Securities Act, each such post-effective amendment shall be deemed to be
        a new registration statement relating to the securities offered therein,
        and the offering of such securities at that time shall be deemed to be
        the initial bona fide offering thereof.

                (3) To remove from registration by means of a post-effective
        amendment any of the securities being registered which remain unsold at
        the termination of the offering.

                                       5
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of  its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                                       6
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Kenner, State of Louisiana, on March 29, 2002.

                                        SIZELER PROPERTY INVESTORS, INC.

                                        By /s/ Robert A. Whelan
                                           _____________________________________
                                               Robert A. Whelan
                                               Chief Financial Officer

                              POWERS OF ATTORNEY

          We, the undersigned directors and officers of Sizeler Property
Investors, Inc., a Maryland corporation, do hereby constitute and appoint Sidney
W. Lassen and Thomas A. Masilla, Jr., and each and either of them, our true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, to do any and all acts and things in our names and on our behalf
in our capacities as directors and officers and to execute any and all
instruments for us and in our name in the capacities indicated below, which said
attorneys and agents may deem necessary or advisable to enable said corporation
to comply with the Securities Act of 1933 and any rules, regulations and
requirements of the Securities and Exchange Commission, in connection with this
registration statement, or any registration statement for this offering that is
to be effective upon filing pursuant to Rule 462(b) under the Securities Act of
1933, including specifically, but without limitation, any and all amendments
(including post-effective amendments) hereto; and we hereby ratify and confirm
all that said attorneys and agents, or either of them, shall do or cause to be
done by virtue thereof.

                                       7
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of the 29th day of March, 2002.
Signature                                       Title
                  ---------                                       -----
/s/ Sidney W. Lassen
______________________________________           Chairman of the Board and Chief Executive
Sidney W. Lassen                                 Officer (Principal Executive Officer)

     /s/ Thomas A. Masilla, Jr.
______________________________________           Vice Chairman, President and Director
Thomas A. Masilla, Jr.                           (Principal Operating Officer)

     /s/ Robert A. Whelan
______________________________________           Chief Financial Officer (Principal Financial
Robert A. Whelan                                 and Accounting Officer)

     /s/ J. Terrell Brown
______________________________________           Director
J. Terrell Brown

     /s/ Francis L. Fraenkel
______________________________________           Director
Francis L. Fraenkel

     /s/ Harold B Judell
______________________________________           Director
Harold B. Judell

     /s/ James W. McFarland
______________________________________           Director
James W. McFarland

     /s/ Richard L. Pearlstone
______________________________________           Director
Richard L. Pearlstone

     /s/ Theodore H. Strauss
______________________________________           Director
Theodore H. Strauss
8
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Kenner, State of
Louisiana, on March 29, 2002.

                                     SIZELER REAL ESTATE MANAGEMENT CO., INC.
                                         401(k) PLAN

                                     By:       /s/ Robert A. Whelan
                                         _______________________________________
                                         Robert A. Whelan
                                         Trustee

                                       9
EXHIBIT INDEX
Exhibit
Number                                 Description
------                                 -----------
4.1          Form of Certificate for Common Stock, $0.0001 par value
               (incorporated by reference to Exhibit 5 to the Registrant's
               amended registration statement on Form 8-A/A filed with the SEC
               on December 18, 2001).
  4.2          Shareholder Rights Agreement dated as of August 6, 1998
               (incorporated by reference to the Registrant's Form 8-A filed on
               August 26, 1998).
  4.3          Amendment No. 1 to Shareholder Rights Agreement, dated as of
               February 5, 1999 (incorporated by reference to the exhibits to
               the Registrant's Form 10-K for the year ended December 31, 1998).
  5.1          *
 23.1          Consent of KMPG LLP (filed herewith).
 24.1          Power of Attorney (included on signature page).
-----------------------
*  The Sizeler Real Estate Management Co., Inc. 401(K) Plan (which is on the
   administrator's prototype form) has been submitted to the Internal Revenue
   Service (IRS) for a determination letter and the Plan will make all changes
   required by the IRS to qualify the Plan.