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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 4

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

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

Name and Address of ReportingPerson* (Last, First, Middle)

Issuer Name and Ticker orTrading Symbol

I.R.S. Identification Number of ReportingPerson, if an entity (Voluntary)

Schefler, Todd Martin

Tarragon Realty Investors, Inc. (TARR)

345 E. 86th Street, Apt. 2B

Statement for (Month/Day/Year)

If Amendment, Date of Original (Month/Day/Year)

09/24/02

09/25/02

February 14, 2003

(Street)

Relationship of Reporting Person(s) to Issuer (Check All Applicable)

Individual or Joint/Group Filing(Check Applicable Line)

New York, NY 10028-4748 (City) (State) (Zip)

Director

10% Owner

Form filed by One Reporting Person

Officer (give title below)

Form filed by More than One Reporting Person

Other (specify below)

Senior Vice President - Development

Executive Vice President - Development

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).

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

Title of Security(Instr. 3)

Transaction Date(Month/Day/Year)

2a.

Deemed ExecutionDate, if any.(Month/Day/Year)

Transaction Code(Instr. 8)

Securities Acquired (A)or Disposed of (D)(Instr. 3, 4 and 5)

Amount of SecuritiesBeneficially OwnedFollowing Reported Transactions(s)(Instr. 3 and 4)

OwnershipForm:Direct (D) orIndirect (I)(Instr. 4)

Nature ofIndirectBeneficialOwnership(Instr. 4)

Code

Amount

(A)or(D)

Price

Common Stock

0902/2414/0203

~~295~~856

~~14.85~~N/A

2,569

D(1)

09/25/02

700

14.95

1,358

Page 2

Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

Title of DerivativeSecurity(Instr. 3)

Conversion or ExercisePrice of DerivativeSecurity

TransactionDate(Month/Day/Year)

3a.

Deemed ExecutionDate, if any(Month/Day/Year)

TransactionCode(Instr. 8)

Number of Derivative SecuritiesAcquired (A) or Disposed of (D)(Instr. 3, 4 and 5)

Code

(A)

(D)

Incentive Stock Option

8.75

Stock Option

5.83

Incentive Stock Option

9.45

Stock Option

6.30

Incentive Stock Option

11.93

Stock Option

7.95

Stock Option

10.16

Page 3

Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned — Continued(e.g., puts, calls, warrants, options, convertible securities)

Date Exercisable andExpiration Date(Month/Day/Year)

Title and Amount of Underlying Securities(Instr. 3 and 4)

Price of DerivativeSecurity(Instr. 5)

Number of DerivativeSecurities Beneficially OwnedFollowing Reported Transaction(s) (Instr. 4)

10.

Ownership Form of Derivative Security:Direct (D) or Indirect (I)(Instr. 4)

11.

Nature ofIndirectBeneficialOwnership(Instr. 4)

DateExercisable

ExpirationDate

Title

Amount orNumber ofShares

01/06/01

10/03/10

Common Stock

23,~~420~~630

01/06/02

10/03/10

Common Stock

23,~~420~~630

01/06/03

10/03/10

Common Stock

23,~~420~~630

01/06/04

10/03/10

Common Stock

23,~~420~~630

01/06/05

10/03/10

Common Stock

23,~~420~~630

1218,~~100~~150

D(2)

~~(1)~~

12/20/01

12/19/10

Common Stock

23,~~420~~630

12/20/02

12/19/10

Common Stock

23,~~420~~630

12/20/03

12/19/10

Common Stock

23,~~420~~630

12/20/04

12/19/10

Common Stock

23,~~420~~630

12/20/05

12/19/10

Common Stock

23,~~420~~630

2418,~~200~~150

D(2)

~~(1)~~

01/09/03

01/08/12

Common Stock

1,~~100~~650

01/09/04

01/08/12

Common Stock

1,~~100~~650

01/09/05

01/08/12

Common Stock

1,~~100~~650

01/09/06

01/08/12

Common Stock

1,~~100~~650

01/09/07

01/08/12

Common Stock

1,~~100~~650

298,~~700~~250

D(3)

~~(2)~~

01/01/04

12/31/12

Common Stock

1,500

01/01/05

12/31/12

Common Stock

1,500

01/01/06

12/31/12

Common Stock

1,500

01/01/07

12/31/12

Common Stock

1,500

01/01/08

12/31/12

Common Stock

1,500

7,500

(4)

52,050

Explanation of Responses:

1. ~~Options~~Adjusted ~~adjusted~~ to reflect ~~the~~a ~~10%~~3-for-2 stock ~~dividends~~split ~~paid~~effective ~~by the Issuer on~~ February 1514, ~~2001 and April 26, 2002~~2003.

2. Options adjusted to reflect ~~the~~two separate 10% stock ~~dividend~~dividends paid by the Issuer on February 15, 2001 and April 26, 2002 and the 3-for-2 stock split effective February 14, 2003.

**Signature 3. Options ofadjusted ~~Reporting~~to ~~Person~~reflect ~~Date~~10% stock dividend paid by the Issuer on April 26, 2002 and the 3-for-2 stock split effective February 14, 2003.

4. Options adjusted to reflect the 3-for-2 stock split effective February 14, 2003.

/s/ Kathryn Mansfield for Todd Martin Schefler		2/18/2003
**Signature of Reporting Person		Date

**		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.

Page 4

(TARRAGON REALTY INVESTORS, INC. LOGO)

October 30, 2002

U.S. Securities & Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549


Re:		SEC Form 4 Filings Issuer: Tarragon Realty Investors, Inc.

Dear Sir or Madam:

Please accept this letter as my authorization that the following persons may sign SEC Form 4’s relating to the stock of Tarragon Realty Investors, Inc. on my behalf:


	Kathryn Mansfield Erin D. Pickens

This authorization shall continue in effect until revoked in writing by the undersigned reporting person.

Please acknowledge receipt of this letter of authorization by date stamping the enclosed copy of this letter and returning it in the self-addressed and stamped envelope provided for your convenience.


		Very truly yours,


		Todd Schefler Reporting Person

Enclosure

(TARRAGON REALTY INVESTORS, INC. LETTERHEAD)

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