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                                                                     Exhibit 4.1
                       SIZELER PROPERTY INVESTORS, INC.

                            Articles Supplementary


          SIZELER PROPERTY INVESTORS, INC., a Maryland corporation, having its
principal office in Baltimore City, Maryland (the "Corporation"), hereby
certifies to the Maryland State Department of Assessments and Taxation that:

          FIRST:  Pursuant to authority expressly vested in the Board of
Directors of the Corporation by Article V, Section 3 of the Charter of the
Corporation, the Board of Directors has duly reclassified 2,476,000 shares of
the Common Stock, par value $.0001 per share, of the Corporation into 2,476,000
shares of a class designated as 10% Series B Cumulative Redeemable Preferred
Stock, par value $.0001 per share, of the Corporation ("Series B Preferred
Stock") and has provided for the issuance of such shares.

          SECOND:  The reclassification increases the number of shares
classified as Series B Preferred Stock from no shares immediately prior to the
reclassification to 2,476,000 shares immediately alter the reclassification.
The reclassification decreases the number of shares classified as Common Stock,
par value $.0001 per share, from 53,960,000 shares immediately prior to the
reclassification to 51,484,000 shares immediately after the reclassification.

          THIRD:  Subject in all cases to the provisions of Article V of the
Charter of the Corporation with respect to Excess Stock, the following is a
description of the preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms and
conditions of redemption of Series B Preferred Stock of the Corporation:

          1.  Designation and Amount.

              The designation of Series B Preferred Stock described in Article
FIRST hereof shall be 10% Series B Cumulative Redeemable Preferred Stock, par
value $.0001 per share. The number of shares of Series B Preferred Stock to be
authorized shall be 2,476,000 shares.

          2.  Dividends and Distribution Provisions.

              (a)     Subject to the rights of series of Preferred Stock which
          may from time to time come into existence, holders of Series B
          Preferred Stock shall be entitled to receive, when and as declared by
          the Board of Directors, out of funds legally available for the payment
          of dividends, cumulative preferential cash dividends at the rate of
          10% per annum of the Liquidation Preference (as hereinafter defined)
          per share (equivalent to a fixed amount of $2.50 per share). Such
          dividends shall be cumulative from the date of original issue and
          shall be payable quarterly in arrears on the 15th day of each of
          February, May, August and November or, if not a business day, the next
          succeeding business day (each, a "Distribution Payment Date"). The
          first dividend, which will be due on February 15, 2002, will be for
          less-than a full quarter and shall include the accrued portion of
          interest due on any 8% Convertible Subordinated Debentures due 2003
          exchanged into shares of Series B Preferred Stock. Such first dividend
          and any dividend distribution payable on Series B Preferred Stock for
          any partial distribution period will be computed on the basis of a
          360-day year consisting of twelve 30-day months. Distributions will be
          payable to holders of record as they appear in the records of the
          Corporation at the close of business on the last business day of
          January, April, July and October, respectively, or on such date
          designated by the Board of Directors of the Corporation for the
          payment of distributions that is not more than 30 nor less than 10
          days prior to such Distribution Payment Date (each, a "Distribution
          Record Date").
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              (b)     Dividends on Series B Preferred Stock will accrue whether
          or not the Corporation has earnings, whether or not there are finds
          legally available for the payment of such distributions and whether or
          not such distributions are declared. No interest, or sum of money in
          lieu of interest, shall be payable in respect of any distribution
          payment or payments on Series B Preferred Stock which may be in
          arrears.

              (c)     If, for any taxable year, the Corporation elects to
          designate as "capital gain distributions" (as defined in Section 857
          of the Internal Revenue Code of 1986, as amended, or any successor
          revenue code or section (the "Code")), with respect to any transaction
          that occurred while any shares of Series B preferred stock are
          outstanding, any portion (the "Capital Gains Amount") of the total
          distributions (as determined for federal income tax purposes) paid or
          made available for the year to holders of all classes of capital stock
          (the "Total Distributions"), then the portion of the Capital Gains
          Amount that shall be allocable to holders of Series B Preferred Stock
          shall be in the same portion that the Total Distributions paid or made
          available to the holders of Series B Preferred Stock for the year
          bears to the Total Distributions.

              (d)     If any shares of Series B Preferred Stock are outstanding,
          no distributions (other than in shares of Common Stock or other
          capital stock ranking junior to Series B Preferred Stock as to
          distributions and upon liquidation) shall be declared or paid or set
          apart for payment on any shares of series of Preferred Stock of the
          Corporation ranking, as to distributions, on a parity with or junior
          to Series B Preferred Stock for any period unless full cumulative
          distributions have been or contemporaneously are declared and paid or
          declared and a sum sufficient for the payment thereof set apart for
          such payments on shares of Series B Preferred Stock for all past
          distribution periods and the then current distribution period. When
          distributions are not paid in full (or a sum sufficient for such full
          payment is not set apart) upon the shares of Series B Preferred Stock
          and the shares of any other series of Preferred Stock ranking on a
          parity as to distributions with shares of Series B Preferred Stock,
          all distributions declared upon shares of Series B Preferred Stock and
          any other series of Preferred Stock ranking on a parity as to
          distributions with Series B Preferred Stock shall be declared pro rata
          so that the amount of distributions declared per share on Series B
          Preferred Stock and such other series of Preferred Stock shall in all
          cases bear to each other the same ratio that accrued distributions per
          share on Series B Preferred Stock and such other series of Preferred
          Stock bear to each other.

              (e)     Except as provided in Section 2(d), unless full cumulative
          distributions on shares of Series B Preferred Stock have been or
          contemporaneously are declared and paid or declared and a sum
          sufficient for the payment thereof set apart for payment for all past
          distribution periods and the then current distribution period, no
          distributions (other than in shares of Common Stock or other capital
          stock ranking junior to Series B Preferred Stock as to distributions
          and upon liquidation) shall be declared or paid or set aside for
          payment or other distribution shall be declared or made upon the
          shares of Common Stock or any other capital stock of the Corporation
          ranking junior to or on a parity with Series B Preferred Stock as to
          distributions or upon liquidation, nor shall any shares of Common
          Stock or any other capital stock of the Corporation ranking junior to
          or on a parity with Series B Preferred Stock as to distributions or
          upon liquidation be redeemed, purchased or otherwise acquired for any
          consideration (or any moneys be paid to or made available for a
          sinking fund for the redemption of any such capital stock) by the
          Corporation (except by conversion into or exchange for other capital
          stock of the Corporation ranking junior to Series B Preferred Stock as
          to distributions and amounts upon liquidation or redemptions for the
          purpose of preserving the Corporation's status as a REIT).

              (f)     Any distribution payment made on shares of Series B
          Preferred Stock shall first be credited against the earliest accrued
          but unpaid distribution due with respect to shares of Series B
          Preferred Stock which remains payable.

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          3.  Liquidation Rights.

              (a)     Subject to the rights of series of Preferred Stock which
          may from time to time come into existence, upon any voluntary or
          involuntary liquidation, dissolution or winding up of the affairs of
          the Corporation, then, before any distribution or payment shall be
          made to the holders of any shares of Common Stock or any other class
          or series of capital stock of the Corporation ranking junior to Series
          B Preferred Stock in the distribution of assets upon any liquidation,
          dissolution or winding up of the affairs of the Corporation, the
          holders of shares of Series B Preferred Stock shall be entitled to
          receive out of assets of the Corporation legally available for
          distribution to stockholders, liquidation distributions in the amount
          of the liquidation preference of $25.00 per share, plus an amount
          equal to all distributions accrued and unpaid thereon, but without
          interest (the "Liquidation Preference"). Holders of Series B Preferred
          Stock will be entitled to written notice of any event triggering the
          right to receive such Liquidation Preference. After payment of the
          full amount of the liquidating distributions to which they are
          entitled, the holders of shares of Series B Preferred Stock will have
          no right or claim to any of the assets of the Corporation. In the
          event that, upon any such voluntary or involuntary liquidation,
          dissolution or winding up of the affairs of the Corporation, the
          available assets of the Corporation are insufficient to pay the amount
          of the liquidating distributions on all outstanding shares of Series B
          Preferred Stock and the corresponding amounts payable on all shares of
          other Parity Stock (defined below), then the holders of shares of
          Series B Preferred Stock and Parity Stock shall share ratably in any
          such distribution of assets in proportion to the full liquidating
          distributions to which they would otherwise be respectively entitled.

              (b)     A consolidation or merger of the Corporation with or into
          any other entity or entities, or a sale, lease, conveyance or
          disposition of all or substantially all of the assets of the
          Corporation or the effectuation by the Corporation of a transaction or
          series of related transactions in which more than 50% of the voting
          power of the Corporation is disposed of, shall not be deemed to be a
          liquidation, dissolution or winding up of the affairs of the
          Corporation within the meaning of this Section 3.

          4.  Redemption.

              (a)     Shares of Series B Preferred Stock are not redeemable
          prior to _____________, except that each share of Series B Preferred
          Stock is redeemable as provided in Article V of the Charter of the
          Corporation. On and after _____________, the Corporation at its option
          upon not less than 30 nor more than 60 days' written notice, may
          redeem outstanding shares of Series B Preferred Stock, in whole or in
          part, at any time or from time to time, for cash at a redemption price
          of $25.00 per share, plus an amount equal to all distributions accrued
          and unpaid thereon to the date fixed for redemption, without interest.
          Holders of shares of Series B Preferred Stock to be redeemed shall
          surrender such shares of Series B Preferred Stock at the place
          designated in such notice and shall be entitled to the redemption
          price and any accrued and unpaid distributions payable upon such
          redemption following such surrender. If fewer than all of the
          outstanding shares of Series B Preferred Stock are to be redeemed, the
          number of shares to be redeemed will be determined by the Corporation
          and such shares may be redeemed pro rata from the holders of record of
          such shares in proportion to the number of such shares held by such
          holders (with adjustments to avoid redemption of fractional shares) or
          by lot in a manner determined by the Corporation.

              (b)     Unless full cumulative distributions on all shares of
          Series B Preferred Stock and Parity Stock shall have been or
          contemporaneously are declared and paid or declared and a sum
          sufficient for the payment thereof set apart for payment for all past
          distribution periods and the then current distribution period, no
          shares of Series B Preferred Stock or Parity Stock shall be redeemed
          unless all outstanding shares of Series B Preferred Stock and Parity
          Stock are simultaneously redeemed; provided,

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          however, that the foregoing shall not prevent redemption in accordance
          with Article V of the Charter of the Corporation or the purchase or
          acquisition of shares of Series B Preferred Stock or Parity Stock.

              (c)     Notice of redemption will be given by publication in a
          newspaper of general circulation in the City of New York, such
          publication to be made once a week for two successive weeks commencing
          not less than 30 nor more than 60 days prior to the redemption date. A
          similar notice of redemption will be mailed at least 30 days but not
          more than 60 days before the redemption date to each holder of record
          of shares of Series B Preferred Stock so called for redemption at the
          address shown on the share transfer books of the Corporation. Each
          notice shall state: (i) the redemption date; (ii) the number of shares
          of Series B Preferred Stock to be redeemed; (iii) the redemption price
          per share; (iv) the place or places where certificates for shares of
          Series B Preferred Stock are to be surrendered for payment of the
          redemption price; and (v) that distributions on shares of Series B
          Preferred Stock will cease to accrue on such redemption date. If fewer
          than all shares of Series B Preferred Stock are to be redeemed, the
          notice mailed to each such holder thereof shall also specify the
          number of shares of Series B Preferred Stock to be redeemed from each
          such holder. If notice of redemption of any shares of Series B
          Preferred Stock has been given and if the funds necessary for such
          redemption have been set aside by the Corporation in trust for the
          benefit of the holders of shares of Series B Preferred Stock so called
          for redemption, then from and after the redemption date, distributions
          will cease to accrue on such shares of Series B Preferred Stock, such
          shares of Series B Preferred Stock shall no longer be deemed
          outstanding and all rights of the holders of such shares will
          terminate, except the right to receive the redemption price.

              (d)     The holders of shares of Series B Preferred Stock at the
          close of business on a Distribution Record Date will be entitled to
          receive the distribution payable with respect to such shares of Series
          B Preferred Stock on the corresponding Distribution Payment Date
          notwithstanding the redemption thereof between such Distribution
          Record Date and the corresponding Distribution Payment Date or the
          Corporation's default in the payment of the distribution due. Except
          as provided above, the Corporation will make no payment or allowance
          for unpaid distributions, whether or not in arrears, on shares of
          Series B Preferred Stock which have been called for redemption.

              (e)     Series B Preferred Stock will not be subject to any
          sinking fund or mandatory redemption, except as provided in Article V
          of the Charter of the Corporation.

          5.  Voting Rights

              (a)     Except as indicated in this Section 5, or except as
          otherwise from time to time required by applicable law, the holders of
          shares of Series B Preferred Stock will have no voting rights.

              (b)     If six quarterly distributions (whether or not
          consecutive) payable on shares of Series B Preferred Stock or any
          Parity Stock are in arrears, whether or not earned or declared, the
          number of directors then constituting the Board of Directors of the
          Corporation will be increased by two, and the holders of shares of
          Series B Preferred Stock, voting together as a class with the holders
          of shares of any other series of Parity Stock (any such other series,
          the "Voting Preferred Stock"), will have the right to elect two
          additional directors to serve on the Corporation's Board of Directors
          at any annual meeting of stockholders or a properly called special
          meeting called on the written request of the holders entitled to cast
          as least a majority of all the votes entitled to be cast at the
          meeting (unless such request is received less than 90 days before the
          date fixed for the next annual or special meeting of stockholders)
          until the next annual meeting. The holders of the Voting Preferred
          Stock will have the right to continue to elect two additional
          directors at each annual meeting until all such distributions have
          been declared and paid or set aside for payment. After all stock
          distributions have been declared and paid or set aside for payment,
          holders of Series B Preferred Stock shall not have the right to elect
          directors until the conditions set forth in the first sentence of this
          section 5(b) shall again exist. The term of office of all directors so
          elected will terminate with the termination of such voting rights.

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              (c)     So long as any shares of Series B Preferred Stock remain
          outstanding, the Corporation will not without the affirmative vote or
          consent of the holders of at least two-thirds of the shares of the
          Series B Preferred Stock outstanding at the time, given in person or
          by proxy either in writing or at a meeting (voting separately as a
          class), (i) authorize or create, or increase the authorized or issued
          amount of, any class or series of capital stock ranking senior to the
          Series B Preferred Stock with respect to payment of dividends or the
          distribution of assets upon liquidation, dissolution or winding up or
          reclassify any authorized capital stock of the Corporation into such
          shares, or create, authorize or issue any obligation or security
          convertible into or evidencing the right to purchase any such shares;
          or (ii) amend, alter or repeal the provisions of the Corporation's
          Charter or the Articles Supplementary, whether by merger,
          consolidation or otherwise (an "Event"), so as to materially and
          adversely affect any right, preference, privilege or voting power of
          the Series B Preferred Stock or the holders thereof; provided,
          however, with respect to the occurrence of any Event set forth in (ii)
          above, so long as the Series B Preferred Stock remains outstanding
          with the terms thereof materially unchanged, taking into account that
          upon the occurrence of an Event the Corporation may not be the
          surviving entity, the occurrence of any such Event shall not be deemed
          to materially and adversely affect such rights, preferences,
          privileges or voting power of holders of the shares of Series B
          Preferred Stock and provided further that (A) any increase in the
          amount of the authorized Preferred Stock (including Series B Preferred
          Stock) or the creation or issuance of any other series of Preferred
          Stock, or (B) any increase in the amount of authorized shares of such
          series, in each case ranking on a parity with or junior to the Series
          B Preferred Stock with respect to payment of dividends or the
          distribution of assets upon liquidation, dissolution or winding up,
          shall not been deemed to materially and adversely affect such rights,
          preferences, privileges or voting powers.

              (d)     Except as provided above and as required by law, the
          holders of shares of Series B Preferred Stock are not entitled to vote
          on the election of directors, on any merger or consolidation involving
          the Corporation, on any share exchange or on a sale of all or
          substantially all of the assets of the Corporation.

          6.  Conversion.

              The shares of Series B Preferred Stock are not convertible into or
exchangeable for any other property or securities of the Corporation, except
that each share of Series B Preferred Stock is convertible into Excess Stock as
provided in Article V of the Charter of the Corporation.

          7.  Status of Redeemed Stock.

              In the event any shares of Series B Preferred Stock shall be
redeemed pursuant to Section 4 hereof, the shares so redeemed shall revert to
the status of authorized but unissued shares of Series B Preferred Stock
available for future issuance and reclassification by the Corporation.

          8.  Ranking.

              Any class or series of capital stock of the Corporation shall be
deemed to rank:

              (a)     prior or senior to the Series B Preferred Stock, as to the
payment of dividends and as to distribution of assets upon liquidation,
dissolution or winding up, if the holders of such class or series shall be
entitled to the receipt of dividends and of amounts distributable upon
liquidation, dissolution or winding up, as the case may be, in preference or
priority to the holders of Series B Preferred Stock ("Senior Stock");

              (b)     on a parity with the Series B Preferred Stock, as to the
payment of dividends and as to distribution of assets upon liquidation,
dissolution or winding up, whether or not the dividend rates, dividend payment
dates or redemption or liquidation prices per share thereof be different from
those of the Series B Preferred Stock, if the holders of such class of stock or
series and the Series B Preferred Stock shall be entitled to the receipt

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of dividends and of amounts distributable upon liquidation, dissolution or
winding up in proportion to their respective amounts of accrued and unpaid
dividends per share or liquidation preferences, without preference or priority
of one over the other ("Parity Stock"); and

              (c)     junior to the Series B Preferred Stock, as to the payment
of dividends and as to the distribution of assets upon liquidation, dissolution
or winding up, if (i) such capital stock or series shall be Common Stock or
Series A Preferred Stock or (ii) the holders of Series B Preferred Stock shall
be entitled to receipt of dividends or of amounts distributable upon
liquidation, dissolution or winding up, as the case may be, in preference or
priority to the holders of shares of such class or series (the capital stock
referred to in clauses (i) and (ii) of this paragraph being hereinafter referred
to, collectively, as "Junior Stock").

          9.  The terms of the Series B Preferred Stock set forth in Article
Third hereof shall become Article XII of the Charter.


          IN WITNESS WHEREOF, SIZELER PROPERTY INVESTORS, INC. has caused these
presents to be signed in its name and on its behalf by its President and
witnessed by its Secretary on ______________________.


WITNESS:                             SIZELER PROPERTY INVESTORS, INC.


__________________________     By:   ________________________________
James W. Brodie, Secretary          Thomas A. Masilla, Jr., President


          THE UNDERSIGNED, President of SIZELER PROPERTY INVESTORS, INC., who
executed on behalf of the Corporation the Articles Supplementary of which this
certificate is made a part, hereby acknowledges in the name and on behalf of
said Corporation the foregoing Articles Supplementary to be the corporate act of
said Corporation  and hereby certifies that the matters and facts set forth
herein with respect to the authorization and approval thereof are true in all
material respects under the penalties of perjury.


                                     ______________________________
                                     Thomas A. Masilla, Jr.

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