SEC FORM 4

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

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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^*

SHAFRAN JOAN K

(Last)

(First)

(Middle)

122 SOUTH STREET

(Street)

BOSTON

02111

(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	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2007

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common								354	I	See footnote⁽¹⁾
Class A Common								11,928	I	See footnote⁽²⁾
Class A Common								13,380	I	See footnote⁽³⁾
Class A Common Stock								145,773	D⁽⁴⁾
Class A Common Stock	05/01/2007		S⁽¹²⁾		377	D	$67.13	28,473	I	See footnote⁽⁵⁾
Class A Common Stock	05/01/2007		S⁽¹²⁾		23	D	$67.14	28,450	I	See footnote⁽⁵⁾
Class A Common Stock	05/01/2007		S⁽¹²⁾		500	D	$67.17	27,950	I	See footnote⁽⁵⁾
Class A Common								373,700	I	See footnote⁽⁶⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common - Convertible	$0⁽¹⁰⁾							08/08/1988⁽¹¹⁾	08/08/1988⁽¹¹⁾	Common Stock	900		900	I	See footnote⁽⁷⁾
Class B Common - Convertible	$0⁽¹⁰⁾							08/08/1988⁽¹¹⁾	08/08/1988⁽¹¹⁾	Common Stock	2,579,008		2,579,008	I	See footnote⁽⁸⁾
Class B Common - Convertible	$0⁽¹⁰⁾							08/08/1988⁽¹¹⁾	08/08/1988⁽¹¹⁾	Common Stock	13,500		13,500	I	See foot note⁽⁹⁾

Explanation of Responses:

1. Held Indirect - by Powell Partners, of which Ms. Shafran is a general partner

2. Faynne Shafran GST Trust - Joan Shafran and Joseph Shafran are Trustees, they have no beneficial interest.

3. Nathan Shafran GST Trust - Joan Shafran and Joseph Shafran are Trustees, they have no beneficial interest.

4. Held by directly by Joan Shafran in a street account with Wachovia.

5. Joan Shafran, Trustee - held in street account with Raymond James.

6. Held Indirect by The Berimore Company.

7. Held Indirect - General Partner of RMS, Ltd.

8. Held Indirect - Held by The Berimore Company as a limited partner of RMS, Ltd.

9. Held Indirect - Powell Partners.

10. Stocks are convertible from Class B Common to Class A Common on a 1-for-1 basis.

11. Immediate - stocks are convertible at any time, there is no fixed exercisable date or expiration date.

12. Sales in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 12, 2006.

Remarks:

	/s/ Geralyn M. Presti, Attorney-In-Fact for Joan K. Shafran	05/01/2007
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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