SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* ESPOSITO MICHAEL P JR (Last) (First) (Middle) 1221 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10020-1001 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol FOREST CITY ENTERPRISES INC [ FCEA/FCEB ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 02/18/2004
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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
Class A Common								1,485.888	D	(1)
Class A Common								538.389	D	(2)
Class A Common Stock	02/18/2004		M		7,500	A	$19	24,900	D	(3)
Class A Common Stock	02/20/2004		U(13)		3,000(13)	A	$0(13)	27,900	D	(3)
Class A Common Stock								5,400	I	See foot note(4)
Class A Common Stock	02/20/2004		J(13)		9,000	D	$0(13)	0	I	See foot note(5)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
1998 Stock Option Grant (right to buy)	$19	02/18/2004		M			7,500	03/17/2000(6)	03/17/2008	Class A Common	7,500	(12)	0	D
2001 Stock Option Grant (right to buy)	$28.533							03/08/2003(7)	03/08/2011	Class A Common	10,800		10,800	D
2003 Stock Option Grant (right to buy)	$31							03/17/2005(8)	03/17/2013	Class A Common	10,800		10,800	D
Phantom Stock	$0(11)							08/08/1988(9)	08/08/1988(10)	Class A Common	1,884.652(11)		1,888.172(11)	D

Explanation of Responses:

1. Held in a Dividend Reinvestment Account (DRIP). Recieved dividend; updated to reflect current holdings.

2. Shares which were aquired under the Forest City Enterprises, Inc. Employee Stock Purchase Plan. Updated to add dividend reinvestment.

3. Held Direct - Includes 6,750 shares held in Mr. Esposito's name at Dean Witter Reynolds, Inc. and 10,500 shares held at Smith Barney.

4. Held in an account at Dean Witter Reynolds, Inc. in the name of Esposito Co.

5. 9,000 - Held in the name of Red Towers Securities

6. 1998 Stock Option Grant - Exercise Price $19.00 - 25% exercisable 3/17/2000; 33% exercisable 3/17/2001; 42% exercisable 3/17/2002 - Class A Common Stock - Total shares 7,500 - Held Direct.

7. 2001 Stock Option Grant - Exercise Price $28.533 - 25% exercisable 3/08/2003; 25% exercisable 3/08/2004; 50% exercisable 3/08/2005 - Class A Common Stock - Total shares 10,800 - Held Direct.

8. 2003 Stock Option Grant: 25% exercisable 3/17/2005; 25% exercisable 3/17/2006; 50% exercisable 3/17/2007.

9. Exercisable at retirement, termination, death or disability.

10. No present expiration date

11. Phantom Stock - 1-for-1 - Deferred compensation plan depositing $3,125 after each board of director's meeting.

12. Conversion of the remaining shares of the 1998 Stock Option Grant, the exercise price was $19.00. Shares have been transferred to personal account at Salomon Smith Barney.

13. Red Tower Securities is a partnership, shares were transferred to the individual partners. Mr. Espoisto's direct interest was 3,000 shares, the shares were transferred to his personal account at Salomon Smith Barney.

Remarks:

	Geralyn M. Presti, Attorney-In-Fact for Michael P. Esposito, Jr.	02/20/2004
	** 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 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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